Built by Sergei Tokmakov, California Bar #279869 | Not legal advice

Real Estate Note Purchase Agreement Scanner

Scan your partial note buyout or whole-note sale for over-transfer language, missing reassignment mechanics, uncapped fee exposure, and default traps. Built from real 36-payment deals.

v3.0 36-Payment Buyouts Partial Payment Streams CA/CO Cross-Border Deals

Scan Your Agreement

Tell us about the deal, then paste the contract. We'll flag risks specific to your role and deal type.

Deal Configuration Required for accurate analysis

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This scan is informational and highlights common contract risk patterns. For clause-by-clause edits, addendum drafting, or negotiation support, book a call or start an Upwork contract.

Partial Note Sales Need Special Scrutiny

Buying or selling a slice of payments (not the whole note) introduces unique risks that standard templates often miss. These issues come from real deals we've reviewed.

🔄 Over-Transfer in DOT Assignment

The Assignment of Deed of Trust often uses "all beneficial interest" language even for partial deals. Once recorded, you're not on title - your retained interest exists only in an unrecorded contract.

⏰ No Collection Timeframe Cap

"36 payments" can stretch forever if the borrower pays slowly. A real client asked: "36 months can be anytime of the initial 8 years?" Yes - without a calendar month cap, your retained stream waits indefinitely.

💰 Foreclosure Fees Eat Your Residual

Many contracts allocate foreclosure costs from sale proceeds FIRST. If buyer spends $30K on enforcement and the property sells for $150K, your ~$110K residual shrinks before you see anything.

📋 Incomplete Reassignment Mechanics

A real client asked: "How does title revert back? Who pays fees? How am I notified?" The contract said "shall assign back" but specified no deadline, no recording responsibility, no borrower notification process.

⚠️ Early Buyout Termination Rights

Watch for "Termination B" clauses that let buyer acquire your entire residual interest AT ANY TIME by paying the spread. The buyer controls timing, and you can't refuse.

🔒 ROFR That Won't Let Go

A client asked: "Does [ROFR] mean only while under contract?" The Right of First Refusal on your retained payments may have no expiration - meaning you need buyer's blessing even after reassignment.

🌎 Cross-Border Governing Law

Colorado buyer + California property + California seller = problems. The contract picks buyer's state, but foreclosure follows property state law. An addendum may be needed.

📊 Net Sum vs. Purchase Price Confusion

"Net Sum" ($84K) ≠ "Purchase Price" ($68K). Net Sum is what buyer collects over time. Purchase Price is what you receive. The spread is buyer's yield - and it can grow if "Additional Expenses" are uncapped.

Common Partial Note Buyout Structures

This scanner supports analysis of all these deal types:

Partial Receivable Purchase Payment Stream Sale 36-Payment Buyout 60-Payment Buyout Note Split Retained Interest Residual Interest Reassignment After X Payments Participation Agreement Seller Financing Sale Mortgage Note Assignment Deed of Trust Transfer

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