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Form 15-1: Letter of Intent to Enter into Joint Venture to Develop a Shopping Center

This comprehensive form covers the venture's capital structure, preferences, profit and loss sharing interests, additional and contingent capital contributions, distributions and reimbursement of developer's pre-development expenditures, fees and decision-making


(16 pages)


Form addresses: 

  • Purpose of venture.

  • Parties.

  • Formation of venture.

  • Term of Venture.

  • Business plan: Capital, Net Cash Flow, Proceeds of Capital Transactions, developer and financial partner preferences, Unrecovered Capital, Pre-development Expenses.

  • Profit and loss sharing interests.

  • Initial capital contributions.

  • Additional and contingent capital contributions (alternatives).

  • Project loans.

  • Assumption of liabilities.

  • Profits and losses; adjustments.

  • Distributions of Net Cash Flow (alternatives).

  • Distributions of proceeds from Capital Transactions.

  • Escrow and closing.

  • Reimbursement of developer's pre-development expenses.

  • Contingencies.

  • Title.

  • Review of existing and proposed agreements, leases and approvals.

  • Project loan commitment (if applicable).

  • Tenant estoppel certificates (if applicable).

  • Developer's representations and warranties regarding site and project.

  • Major decisions.

  • Managing venturer.

  • Developer fees: Developer Overhead Fee, Leasing or Parcel Sale fees, Construction Fee and Management Fees after development and construction. (alternatives).

  • Financial Partner's fee.

  • Closing costs and pro-rations.

  • Assignability; non-assignability.

  • Duration of offer.

  • Additional optional provisions.

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