Partnerships

Structuring a fair landowner partnership

15 March 2021 · 8 min read

Architectural site model and rolled drawings on a table in a sunlit studio

The clauses that decide whether a co-development survives its first delay are agreed before anyone is under pressure.

A landowner contributes certainty of site; a developer contributes certainty of execution. A fair structure prices both honestly and states what happens when either falters.

Four clauses do most of the work: the valuation basis for the land contribution, the definition of a phase and its trigger, the treatment of cost overrun above an agreed band, and a clean exit if approvals are not obtained by a stated date.

Revenue-share models feel simpler than they are. Without an agreed definition of net revenue — and of which marketing, financing and management costs sit above the line — the model will be renegotiated during the first slow quarter.

We prefer structures that release land in phases against delivery milestones. It keeps both sides aligned on the same near-term evidence rather than on a ten-year projection.

The best test of a partnership document is whether it reads well on a bad day. Most are written for a good one.