Updated August 16, 2026
California does not require one — escrow and title handle the mechanics and a broker handles the transaction — but on a Los Angeles apartment building I would not sell without one, and most experienced sellers do not. The reason is that the parts of these deals that go wrong are legal rather than commercial: how tenant liabilities are allocated, what the representations and warranties actually commit you to after closing, how a pending claim or an open code case is handled, and whether an entity or trust selling the property has the authority it thinks it has. A broker can tell you what the building is worth and how to sell it. An attorney tells you what you are promising, and what it costs if the promise turns out to be wrong.
Representations and warranties. What you are affirming about the rent roll, the leases, the compliance status, and the condition — and for how long after closing you remain exposed. This is the single most consequential section in the agreement and the one sellers read least carefully.
Indemnities and survival periods. How long your promises live past closing, and what happens if a buyer makes a claim in month eight.
Tenant liability allocation. Who owns a pending eviction, a habitability complaint, a harassment claim, or a buyout in progress. On LA buildings this is the most common source of post-close disputes.
Entity and trust authority. Whether the trustee, manager, or general partner actually has the power to sell, and what consents are required. Getting this wrong stops a closing cold.
Structural questions. Entity-level transfers, partial interests, installment structures, and how they interact with Measure ULA and the transfer tax rules.
Disclosure judgment. Where the line sits on materiality for a specific item. Sellers reliably ask this question, and it deserves an answer from someone whose advice carries privilege.
Pricing and market strategy. That is the broker's work — comparables, buyer pool, marketing structure, negotiation.
Underwriting the buyer. Financial capacity and track record are commercial diligence, not legal review.
Redrafting a standard commercial purchase agreement from scratch. On most transactions the market forms plus negotiated changes are appropriate. An attorney who rewrites everything adds cost and friction without adding protection.
Running the escrow. Escrow and title handle the mechanics competently.
The right engagement is usually narrow and specific: review and negotiate the purchase agreement, advise on disclosure and tenant liability, confirm authority to sell, and be available when something unexpected surfaces during diligence.
A trust or estate sale. Trustee authority, beneficiary duties, and probate questions all require counsel.
Multiple owners, particularly with any disagreement. Partnership and co-ownership issues, buy-sell mechanics, partition exposure.
Any pending litigation or claim. Evictions, habitability matters, harassment claims, partnership disputes.
A building in REAP, or with open code enforcement.
A short sale or a lender negotiation. How the deficiency is treated is a legal question with large financial consequences.
Seller financing. You are becoming a lender, and the note and deed of trust have to be right.
Anything structurally unusual. Entity-level transfers, unpermitted units, ground leases, or a transaction near a Measure ULA threshold where structure matters.
Bring them in before you sign anything, not after an offer is accepted. The purchase agreement is where the leverage is, and it is much easier to negotiate a survival period before a buyer is committed to a number than after.
Use a real estate attorney who works in Los Angeles multifamily. RSO, LAHD compliance, Measure ULA, and LA's tenant framework are specialized. A generalist will be careful and still miss things that only come up here.
Coordinate them with your CPA. The tax structure and the legal structure have to agree. Sellers frequently have both advisors and never let them speak to each other, which is how a structure gets chosen that works for one and not the other.
Scope the engagement. Agreement review, disclosure advice, authority confirmation, and diligence support is a defined piece of work at a predictable cost — not an open-ended retainer.
It is not legally required, and on a large, tenant-occupied, heavily regulated Los Angeles asset it is close to essential anyway. Engage a Los Angeles multifamily real estate attorney before you sign the purchase agreement, scope the work narrowly, and make sure they and your CPA are working from the same plan. The cost is small relative to the transaction and it is concentrated in exactly the places where a mistake follows you past closing.
Can my broker draft the purchase agreement?
Brokers routinely prepare and negotiate standard commercial purchase agreements, which is normal practice. What a broker cannot do is give legal advice on what the representations commit you to or how liability should be allocated — that is where counsel belongs.
How much does it cost?
Scoped narrowly to agreement review, disclosure advice, and diligence support, it is a modest cost relative to a multimillion-dollar transaction. Open-ended engagements cost considerably more, which is a reason to define the scope at the outset.
What if the buyer's attorney drafts everything?
Then the document reflects the buyer's interests, which is exactly what it is supposed to do. That is the strongest argument for having your own counsel review it — someone has to be reading it on your behalf.
Michael Sterman is Senior Managing Director Investments at Marcus & Millichap.
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