I Received an Off-Market Offer on My Commercial Property. Should I Sign It?
An unsolicited offer feels like a win. It isn't always. Here is what a South Florida commercial real estate broker looks for before his clients sign anything.
You own a commercial property in South Florida. Someone reaches out — a buyer, a broker, or a company you've never heard of — and makes you an offer. No listing, no marketing, no process. Just a number and a contract.
It feels like you are ahead. You didn't have to do anything and someone found you.
That feeling is worth examining carefully.
Off-market offers are not inherently bad. I have completed them for clients on both sides. But the contract that accompanies a private offer — particularly one coming from a wholesaler or aggregator — is often written to protect the buyer's options at the direct expense of yours. Most sellers do not realize this until it is too late.
Here are the three provisions I look for immediately when a client receives an unsolicited offer.
1. Is the Contract Assignable to an Unrelated Entity?
This is the first thing I read.
An assignable contract means the buyer can transfer their purchase rights to a third party — someone who was never part of your negotiation, someone you have never met, someone whose ability to close you have no way of evaluating. In practice, it means the person who made you the offer has no obligation to be the person who shows up at closing.
Wholesalers rely on this provision. They put your property under contract, then market it to other buyers — sometimes publicly, sometimes on wholesale listing platforms — while you are locked in and unable to entertain competing interest. They are essentially selling your property for you, without your knowledge, pocketing the spread between your price and what they find.
I had a client in South Florida who received exactly this kind of offer. I reviewed the contract and flagged the assignability clause. I told him what it meant and what the likely outcome would be: his property would circulate through a buyer pool he had no control over, the market would see it before any targeted campaign was run, and serious institutional buyers — the ones who pay full price and close cleanly — would pass once they saw it had already been shopped.
He decided to proceed anyway.
The wholesale buyer walked. They almost always do — that is the nature of the contract. By the time they were gone, the property had already been circulated through a wholesale audience. When the seller came to me, I listed it and brought the buyer. We closed. But the process was longer than it should have been and the price reflected the damage. Buyers who had already seen it shopped at a discount did not come back with their best offers. The market has a memory.
What to do: If you are determined to sell off-market, the contract should name a specific buyer entity. If the buyer pushes back on removing assignability, that tells you everything you need to know about their intentions.
2. How Long Is the Due Diligence Period?
A standard commercial real estate inspection period in South Florida is typically 15 to 30 days. It exists to give a buyer reasonable time to complete their physical inspection, review leases, and evaluate environmental and title matters.
Sixty days or more is not due diligence. It is an option.
A buyer with a 60-day inspection period and a refundable deposit has purchased the right to control your property for two months while they decide whether they actually want to close — or whether they can find a better deal elsewhere. During that window, you cannot market to other buyers. You cannot entertain competing offers. If the market moves in your favor, you cannot act on it.
This matters most in an environment where a well-positioned commercial property in Palm Beach County, Broward County, or Miami-Dade County can generate multiple offers within weeks when properly marketed. Sixty days of exclusivity given away for free is not a seller's protection — it is a buyer's.
What to do: Negotiate the inspection period down. If the buyer cannot complete their diligence in 21 to 30 days, ask why. Legitimate buyers with their team assembled do not need two months. Buyers who are still assembling financing, looking for a partner, or hoping to assign the contract do.
3. Is There a Financing Contingency?
Cash offers or hard money — these close. Offers contingent on the buyer securing financing introduce a second party into your transaction: the lender. And lenders have their own timelines, their own appraisal requirements, and their own reasons to decline.
A financing contingency paired with a long due diligence period and an assignable contract is the complete picture of a buyer who has not yet committed to your deal. They are holding a position at minimal cost while they work out whether they can actually close it.
When the contingency fails — and sometimes it does — you are back to the beginning. Except the market has seen your property. Time has passed. And serious buyers have moved on to other opportunities.
What to do: Require the buyer to complete their financing during the inspection period — not after it. A serious buyer with a real lender can order the appraisal, submit the loan package, and receive a commitment letter within the same window they are conducting their physical due diligence. When structured correctly, the inspection period doubles as the financing period. One deadline, not two. If a buyer insists on a separate financing contingency that extends beyond the inspection period, they are asking you to carry their risk long after you have already given them full access to your property and removed yourself from the market.
Why This Is What a Broker Is Actually For
The value of working with a professional commercial real estate broker is not access to the major listing services. It is not a sign in the ground. It is the ability to evaluate what you are being offered and tell you the truth about it — even when the truth is that you have a real offer in hand and the broker would make nothing if you sign it today.
I have walked clients away from off-market offers. I have also helped clients complete off-market transactions when the terms were right and the buyer was qualified. The strategy is always determined by what produces the best outcome for you — not by what is easiest or fastest.
If you have received an unsolicited offer on a commercial property in Palm Beach County, Broward County, or Miami-Dade County, send it to me before you sign anything. I will review it and share my honest thoughts at no cost and with no obligation. That is not a sales pitch — it is 20 minutes that could change what you walk away with.
If you are on the other side of this — an investor or buyer looking to source off-market commercial properties in South Florida — I can help with that too. The difference is how it is done. I work with buyers and sellers together in a way that is transparent to both parties, where the terms are fair and the process is structured for a deal that actually closes. If you are looking for real off-market opportunities in Palm Beach County, Broward County, or Miami-Dade County and want to work with someone who does it the right way, reach out.
Contact Nick McAndrew at Marcus & Millichap to discuss the current value of your commercial property or land in Palm Beach County, Broward County, or Miami-Dade County. Call or text: 561-245-0486 | marcusmillichap.com/advisors/nicholas-mcandrew | nickmcandrew.com
Nicholas A. McAndrew, known professionally as Nick McAndrew, is a Director of Investments at Marcus & Millichap serving Palm Beach County, Broward County, and Miami-Dade County.