Fifty Ways a Deal Dies. Forty-Six of Them Still Get Paid.

I took one commercial sale and listed every way it could fail, then matched each failure to the person whose work it was and asked one question: were they paid anyway? Here is the whole list.

In two earlier pieces I referred to a mapping I did on a large commercial sale: fifty ways the deal could die, matched against the people doing the work at that step. Readers asked for the list. This is it.

The method is simple. Take a real transaction with the usual cast: two brokers, a loan originator, attorneys on both sides, escrow and title, an appraiser, inspectors, surveyors, environmental and structural consultants, a 1031 intermediary, the tenants' lawyers, the tax people. Walk the deal from listing to recording. At every point where it can fall apart, name the professional whose task that was, and note how they are paid.

Two labels do all the work. Paid means the professional was paid regardless of outcome: by the hour, on delivery, on salary, or through a cancellation fee. Only at closing means exactly that.

Before the contract

1. The seller decides to wait for a better market after the listing is signed. The listing broker priced the asset and built the marketing. Only at closing.
2. The buyer disappears after the tours. The broker sourced, qualified, and toured them. Only at closing.
3. The parties cannot agree on terms. The broker carried every counteroffer. Only at closing.

The purchase agreement

4. The attorneys cannot agree on the purchase agreement. Both are paid by the hour.
5. Seller's counsel discovers not every member of the selling entity consented to the sale. Paid by the hour.
6. Buyer's counsel rejects the indemnity language and the seller will not move. Paid by the hour.
7. A deadline in the contract calendar is missed and a contingency lapses. The paralegal who kept the calendar is salaried.

The building

8. The inspection turns up a roof at the end of its life. The inspector was paid the day he arrived.
9. The mechanical inspection finds the HVAC needs replacement. The mechanical contractor was paid on the report.
10. The elevator fails its inspection. The elevator inspector was paid per inspection.
11. The roof consultant prices the replacement beyond the reserve. Paid on delivery.
12. The structural engineer flags a seismic retrofit. Paid on delivery.
13. The accessibility survey finds compliance work the pro forma never included. Paid on delivery.
14. The termite report comes back with active infestation. Paid on delivery.

The dirt

15. The Phase I flags a recognized environmental condition. The consultant was paid on delivery.
16. The Phase II confirms contamination. Paid on delivery.
17. The asbestos and lead survey finds both. Paid on delivery.

The survey and the title

18. The ALTA survey finds an encroachment. The surveyor billed on delivery.
19. The survey shows the parking count is short of code. Paid on delivery.
20. A break in the chain of title surfaces. The title officer is salaried, and the company charges a cancellation fee.
21. An unrecorded easement appears in the examiner's search. The examiner is salaried.
22. A mechanics lien is recorded during escrow. The examiner is salaried, and the contractor who filed the lien is protected by it.
23. The legal description is wrong and a corrective deed is needed. The attorney is paid by the hour.

The zoning

24. A zoning amendment prohibits the intended use. The zoning consultant was paid on the report.
25. There is no certificate of occupancy for the current use. The code consultant was paid.
26. Open permits from a prior owner have to be closed. The permit expediter was paid.
27. A specific plan condition blocks the buyer's plan. The land use attorney is paid by the hour.

The value

28. The appraisal comes in low. The appraiser was paid regardless, and is prohibited by rule from being paid any other way.
29. The review appraiser disagrees with the first. Paid regardless.
30. The property tax reassessment estimate breaks the pro forma. The tax consultant was paid.

The money

31. The lender re-trades in the final week and the buyer walks. The loan originator arranged the financing. Only at closing.
32. Lender's counsel raises an issue in the loan documents. Paid by the hour, from the borrower's deposit.
33. Underwriting declines the loan. The underwriter is salaried.
34. The rate lock expires and the new rate kills the deal. The bank staff are salaried.
35. The buyer's equity partner walks. The fund's counsel and accountants are paid by the hour.

The tenants

36. An estoppel comes back with a dispute. The property manager who prepared it is on a fee or a salary.
37. The anchor tenant goes dark. The leasing agent who placed them was paid when the lease was signed, years ago.
38. A tenant exercises a right of first refusal. The tenant's attorney is paid by the hour.
39. The lease audit finds the common area charges were wrong for a decade. The auditor was paid on delivery.
40. A tenant refuses to sign the subordination agreement the lender requires. The attorneys are paid by the hour.
41. The rent roll does not match the bank deposits. The bookkeeper and the CPA were paid.

The insurance

42. The flood zone determination changes the lender's requirements. The flood certification vendor was paid per certificate.
43. The property insurance quote comes in at three times the pro forma. The risk consultant was paid for the review.

The taxes

44. The 1031 clock runs out. The qualified intermediary was paid at setup.
45. The seller's CPA runs the numbers and the tax hit is unacceptable. Paid by the hour.
46. The change in ownership triggers a reassessment the buyer did not model. The tax attorney is paid by the hour.

The closing

47. Escrow cannot reconcile the closing statement. The escrow officer is salaried, and the company charges a cancellation fee.
48. A wire fraud attempt freezes the funding. The bank's compliance staff are salaried.
49. Recording is delayed at the county. The recorder is salaried.
50. The seller dies, divorces, or falls out with a partner before closing. The probate or family attorney is paid by the hour.

What the list shows

Fifty ways to lose. In forty-six of them, the person whose work it was had already been paid, draws a salary, holds a lien, or collects a cancellation fee. In four of them, the professional walks away with nothing, and those four belong to two roles: the broker and the loan originator.

Now look at who controls what. The broker controls maybe four lines on this list: the price, the buyer, the negotiation, and the calendar. The other forty-six are in the hands of the appraiser, the inspector, the surveyor, the lender, the tenants, the county, and the seller's own family. Yet the broker's entire fee depends on all fifty going right.

The sharpest line is number 28. The appraiser is paid regardless because the rules say independent judgment cannot depend on the outcome. The broker owes the highest duty of loyalty in the transaction and is paid only on the outcome. Same logic, opposite treatment.

What I do with it

I was the broker on that list for years. Now I am the one who pays. When a broker or a lender brings me a deal, or the judgment that keeps one alive, the work is paid as it is performed, with a success fee at close credited against what was already paid. Nobody works for free at my table, and the people whose judgment saves a deal are not standing at the back of the line hoping.

I do not chase deals. The people who did the work bring them to me, and that work gets paid.

Benoit Lapointe invests in healthcare and real estate. He is the principal of Meridian in Newport Beach and spent years in the broker's chair before becoming a principal. benoitlapointe.com