Partnerships

My JV partner's attorney wants to rewrite my assignment contract, now what?

It can be unsettling when your joint venture partner's attorney proposes rewriting your standard assignment contract. This situation requires careful consideration to protect your interests and maintain the deal's integrity.

November 4, 2026 · 3 min read

Understand why your JV partner's attorney wants changes

The first step is to get a clear understanding of the attorney's reasons for wanting to rewrite the contract. Is it minor language cleanup, state-specific compliance, or something that alters the fundamental terms of your agreement? It is possible his or her attorney is simply trying to protect his or her client, which is his or her job.

Ask for a redline version of the proposed changes along with a detailed explanation for each alteration. This transparency is crucial. If the changes seem to shift risk disproportionately or alter the agreed-upon profit split, you need to be very cautious.

Review the proposed changes with your own attorney

Never sign off on changes proposed by another party's attorney without having your own legal counsel review them. Your attorney can identify clauses that might negatively impact you, shift liabilities, or alter the deal structure in ways you did not intend. This is not legal advice, consult with a qualified professional.

Your attorney can also advise you on whether the proposed changes are standard practice for your state or if they represent an unusual attempt to gain an advantage. He or she will act as your advocate, ensuring your interests are protected.

Focus on the core deal terms

While legal language is important, keep your eye on the core business terms you and your JV partner agreed upon. These include the assignment fee amount, the closing timeline, and the responsibilities of each partner. Ensure that no proposed legal rewrite subtly undermines these agreements.

If the attorney's changes conflict with your initial understanding, bring it up directly with your JV partner. Remind him or her of your original handshake agreement or written memorandum of understanding. The legal document should reflect the business deal, not redefine it.

Negotiate the contract, if necessary

Just because an attorney proposes changes does not mean you must accept all of them. Engage in a negotiation process, with your attorney's guidance. You might agree to some modifications that genuinely improve clarity or compliance, while pushing back on others that are unfavorable to you.

Be prepared to explain your position and the impact of certain clauses on your operations or risk. Remember, the goal is a mutually agreeable contract that protects both parties and reflects the spirit of your joint venture.

Consider the long-term impact on the partnership

This situation can be a test of your partnership. How your JV partner responds to your concerns about his or her attorney's proposals can reveal much about his or her integrity and willingness to collaborate. A good partner will understand your need to protect your interests, just as he or she protects his or her own.

If the negotiation becomes overly contentious or if you feel your partner is not supporting the original intent, it might be a sign of future difficulties. Evaluate if this is a partner you want to continue working with on future deals.

Questions people ask

Is it normal for attorneys to want to change contracts?

It's common for attorneys to review and suggest changes to contracts to ensure their client's interests are protected and to align with state-specific legal requirements. Extensive rewrites, however, should be scrutinized.

What if my JV partner insists on his or her attorney's version?

If your partner is inflexible, you must weigh the risks and benefits. Discuss it with your attorney to understand your exposure. You might decide to walk away if the contract becomes too unfavorable.

Can these changes affect my assignment fee?

Yes, indirect changes to clauses around closing costs, liabilities, or even specific performance could impact your net assignment fee or expose you to unforeseen expenses. Ensure your attorney reviews these aspects carefully.