Before Consulting a Lawyer on Property Development or Construction Agreements
Get organized before you meet your lawyer. Use this step-by-step guide to clarify objectives, gather documents, avoid common mistakes, and prepare smart questions that save time and protect your interests.
Introduction – Why Preparation Matters
Property development and construction projects involve landowners, developers, contractors, architects, engineers, surveyors, and financiers. Values are high, timelines are long, and risks are many. A single vague clause can cause delays, demolition, or costly disputes. Solid preparation helps you save consultation time, secure better terms, and avoid signing agreements that shift hidden risks to you.
Steps You Can Take Before Seeing a Lawyer
- Define your objectives: Decide if you want profit sharing, joint venture, design and build, turn-key delivery, or build-to-let. Note your must-haves and deal breakers.
- Profile the other party: Check track record, financial capacity, completed projects, litigation history, and references. Search for red flags in prior collaborations.
- Map approvals: List every approval required based on your location – planning permit, building permit, environmental assessments, right of way, utility connections, and fire safety certifications.
- Outline commercial terms: Contributions, milestones, payment triggers, quality standards, delivery dates, penalties for delay, retention, and warranty obligations.
- Decide the vehicle: Company, partnership, or special purpose vehicle. Prepare basic corporate information if you plan to use an SPV.
- Identify the site constraints: Access roads, setbacks, encroachments, zoning, height limits, flood risks, and easements. Add photos or short videos if helpful.
- Draft a simple milestone plan: Concept design, approvals, mobilization, foundation, superstructure, finishing, completion, handover. Attach realistic dates.
- Estimate the budget range: Land value or contribution, professional fees, materials, labor, permits, contingencies. Keep receipts and quotations.
- Document communications: Save emails, letters, proposals, and chat messages. Export critical threads to PDF before the meeting.
- Prepare exit and default ideas: Buy-out options, step-in rights, termination for non-performance, and dispute resolution preferences.
Evidence and Documents to Gather
- Title documents – Certificate of Occupancy, Deed of Assignment, Governor’s Consent if applicable, Registered Survey Plan.
- Search results – land registry search, surveyor verification, community confirmation if relevant.
- Corporate records – CAC incorporation documents, shareholding, board resolutions authorizing the deal.
- Drawings and scope – concept drawings, architectural and structural designs, bill of quantities, specifications.
- Regulatory correspondence – planning and building permits, environmental assessments, inspection reports, queries issued.
- Commercial drafts – MOU, heads of terms, prior agreements, quotations, letters of intent, contractor proposals.
- Financial proof – payment receipts, bank transfers, cost breakdowns, financier term sheets.
- Project log – timeline of events, meeting notes, site photos or videos, incident reports.
Common Mistakes Clients Make
- Signing MOUs or letters of intent without legal review – these can create binding obligations.
- Starting construction before approvals – authorities can seal or demolish works, and insurers may decline cover.
- Skipping title and boundary verification – encroachments and overlapping surveys cause costly disputes.
- Ignoring default and exit provisions – no buy-out path, no step-in rights, and no security for performance.
- Vague scope and quality standards – leads to change order fights and budget blowouts.
- No milestone based payments – paying ahead of performance weakens your leverage.
- Underestimating contingency – materials, labor, and regulatory delays need a buffer.
Common Misconceptions
- The landowner’s lawyer can represent everyone – each side should have independent counsel to avoid conflicts of interest.
- Standard forms from the internet are enough – local regulations and project specifics require tailored drafting.
- We can fix the paperwork later – once money moves or work starts, leverage and options reduce sharply.
- Once building starts, nobody can stop it – regulators can issue stop work or demolition orders for non-compliance.
Preparing for the Consultation
What to organize
- One folder with all documents – physical or digital with clear filenames.
- A one page project summary with objectives, parties, site details, and status.
- A simple timeline – dates of offers, meetings, approvals, and payments.
Questions to ask
- What are my main legal risks and how do we allocate them fairly
- What approvals are outstanding and who is responsible for obtaining them
- Should we use a special purpose vehicle and what governance should apply
- What security can I demand – performance bond, parent guarantee, escrow, retention
- What happens if there is delay, defective work, or cost overrun
- Which dispute resolution method is best for this project – negotiation, mediation, arbitration, court
Expectations to set
- Clear deliverables – draft agreements, review notes, regulatory roadmap, negotiation plan.
- Communication cadence – who signs off, how instructions are given, and realistic timelines.
- Budget awareness – legal fees, third party reports, permits, and contingencies.
Practical Insights and Caution Notes
Frequently Asked Questions
Do I need a lawyer before signing an MOU
Yes. MOUs can create obligations. Get a review before signing.
What is the difference between a development agreement and a joint venture agreement
Development agreement – landowner and developer define roles and delivery. Joint venture – parties share risks, profits, and governance more broadly.
Can I rely on standard construction contracts
Templates are a starting point only. Local law, permits, and project risks need tailored clauses.
What if the other party refuses to sign a formal agreement
That is a red flag. Do not mobilize until a signed agreement is in place.
What if approvals are revoked or delayed
Use clauses for extensions, risk allocation, indemnities, and termination if approvals fail.
Final Thoughts
Well prepared clients achieve better, faster outcomes. Clarify your goals, verify the land and boundaries, map approvals, and organize your paper trail. Your lawyer can then focus on negotiating fair risk allocation, drafting solid agreements, and protecting your investment.