A wholesale deal runs on two documents: the purchase agreement between you and the seller, and the assignment agreement between you and your end buyer. Understanding both is the difference between a business and an expensive hobby.
Document 1: The purchase and sale agreement
This is a normal real estate contract where you are the buyer. The clauses that matter:
Parties and assignability. Your name should read *"[Your Name] and/or assigns"* or the contract should contain an explicit clause: *"Buyer may assign this agreement, in whole or in part, to any third party without further consent of Seller."* Without it, you can't assign — you'd have to double close.
Purchase price and earnest money. Keep earnest money small ($10–$500) and specify where it's held (title company, not you). Earnest money is what makes the contract binding consideration in most states.
Inspection / due diligence period. 7–14 days, with a unilateral right to terminate for any reason and receive the earnest money back. This is your exit. If you can't place the deal with a buyer, you terminate inside this window. Terminate in writing, before the deadline, every time.
Closing date. 21–30 days out. Long enough to market it, short enough that the seller stays engaged.
Condition — as-is. State plainly that the property is sold in as-is condition with no seller repairs, and that the seller isn't required to clean or remove personal property (or specify what stays).
Access. You need the right to bring inspectors, contractors, and *partners* onto the property during the due diligence period. That clause is how you show the house to your buyer.
Marketing / disclosure. Best practice — and required in a growing number of states — is a clause disclosing that you are a buyer intending to assign your equitable interest for a profit, and that you are not acting as the seller's agent.
Title and closing costs. Name your title company. Specify who pays what.
Document 2: The assignment agreement
Short, usually two pages:
- Identifies the original purchase agreement by date, property, and parties
- Assignor (you) transfers all rights and obligations to Assignee (your buyer)
- States the assignment fee and when it's paid — at closing, from the settlement statement
- Non-refundable earnest money from the assignee, paid to title (this is what stops buyers from tying up your deal and walking)
- Assignee acknowledges they've inspected the property and are relying on their own diligence, not your ARV or repair estimate
- Assignor makes no warranty as to condition
Send a fully executed copy to the title company the day it's signed. Your fee appearing on the settlement statement is what gets you paid.
When to double close instead
Use a double close (two back-to-back transactions, A→B and B→C) when:
- Your fee is large enough that showing it on one settlement statement would blow the deal up
- The seller is a bank, HUD, or a listing with a non-assignment clause
- Your state restricts assignment marketing
- The buyer refuses to see your spread
Double closing costs an extra set of closing costs (roughly $1,500–$3,500) and often needs transactional funding for a few hours. Budget for it.
The exits, ranked
- Assign it — the goal
- Double close it — when assignment is blocked
- Extend — ask the seller for 7–14 more days, in writing, as an addendum
- Terminate inside the inspection period — clean, costs you the deal and nothing else
- Default — never. You lose earnest money, your reputation with that title company, and possibly get sued
Non-negotiables
- Have a licensed attorney in your state review your two templates once. It costs a few hundred dollars and it's the cheapest insurance in this business.
- Never record a memorandum of contract to "protect" a deal unless your attorney tells you to — clouding title is how wholesalers end up in litigation.
- Never promise a seller something the contract doesn't say. Every side agreement belongs in writing as an addendum.