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Free Real Estate Promote (GP/LP) Agreement Review

Backed by Microsoft For Startups
Guided by Grayver Law Group
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Personal (PII) & Corporate Data Redacted Before AI
Free during early access

Have your real estate promote agreement reviewed by AI before closing. Fast, expert identification of waterfall traps, hurdle-rate misalignment, and LP-protection gaps.

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Key Takeaways

AI flags waterfall structures that disadvantage LPs at the catch-up tier

Detect hurdle-rate definitions that compound to GP's advantage

Identify governance and removal-for-cause weakness

Free review for opportunity funds, JVs, and value-add deals

1-2 minutes*

Average Review Time

230+ compliance points analyzed*

Compliance Checks

Bank-level AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Justee's AI-powered real estate promote agreement review tool analyzes waterfall, hurdle, catch-up, promote, and clawback provisions in real estate joint ventures and fund structures. The tool flags waterfall tiers that allocate disproportionate cash flow to the GP at the expense of the LP, hurdle-rate definitions tied to non-standard benchmarks, catch-up provisions that recover GP losses without true-up, and clawback rights that exist on paper but lack security or enforcement mechanism. Justee evaluates governance protections (key-person clauses, removal-for-cause, major-decision rights) and reporting standards (NCREIF, NAREIM). Promote agreements convert sweat equity into outsized economic upside for the GP — and frequently leave LPs without protections proportionate to their capital. Common promote-agreement issues include hurdle rates compounded annually rather than to actual capital invested, catch-ups that operate even after partial losses, and clawbacks unsecured by escrow or insurance. Professional promote review aligns risk with return.

How It Works

1

Upload Your Document

Upload your contract in PDF, DOCX, or TXT format

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Waterfall tier-by-tier alignment with capital risk

Hurdle-rate calculation methodology

Catch-up structure and true-up requirements

Clawback security (escrow, guaranty, insurance)

Governance, key-person, and removal-for-cause

Common Risks We Identify

Catch-up before LP recoups capital

Hurdle compounded on uninvested commitments

Clawback unsecured by escrow

No removal-for-cause right for LP

Reporting standards left undefined

Hypothetical Case Study by Justee

Justee recently analyzed a 4-tier waterfall with 8% pref, 50/50 catch-up, and 30% promote above 18% IRR for a $35M LP commitment into a multi-asset value-add multifamily JV in Phoenix, AZ.

Issue Found: The catch-up tier triggered before the LP had recouped capital on a deal-by-deal basis. The clawback provision existed but was unsecured — the GP had no posted escrow or guaranty to backstop it. Key-person was limited to the founder; if she left the GP retained promote.

Justee Recommendation: We restructured the catch-up to operate after LP capital return on the aggregate fund (not deal-by-deal), required the GP to escrow 25% of promote distributions until final liquidation as clawback security, and added a 60-day key-person trigger with full LP veto over replacement.

Premature Catch-Up Tier

Problematic Language

"After the Preferred Return is paid, the General Partner shall receive one hundred percent (100%) of distributions until the General Partner has received twenty-five percent (25%) of all distributions made (the "Catch-Up")."

Recommended Language

"After (i) the Preferred Return is paid and (ii) Limited Partners have received the return of all unreturned Capital Contributions on a fund-aggregate basis, the General Partner shall receive eighty percent (80%) of distributions and Limited Partners shall receive twenty percent (20%) until the General Partner has received twenty percent (20%) of cumulative distributions, whereafter further distributions shall be made eighty percent (80%) to Limited Partners and twenty percent (20%) to the General Partner."

Why it matters: A 100% catch-up that triggers before LP capital return inverts the risk profile. LP capital should be returned before any catch-up operates, and catch-up percentages should match the ultimate promote split.

No credit card required

"Justee is redefining the legal document compliance process across all practice areas, transforming hours of work into minutes, while reducing stress and boosting accuracy."

Artem Dolukhanyan
Artem Dolukhanyan

Partner, Corporate Transactions at Grayver Law Group

AI Review vs. Manual Review

FeatureJustee AI ReviewManual Review
Review Time2-5 minutes2-4 hours
CostFree trial available$150-500+
Legal CitationsAutomaticVaries by reviewer
Clause SuggestionsIncludedExtra fee
Availability24/7 instantBusiness hours
* Comparison data represents estimates based on industry research and internal testing for typical contract types. Review times, costs, and accuracy percentages vary by document complexity, length, jurisdiction, and specific legal requirements. See full disclaimer below.

Official Resources

SEC Investment Advisers Act

Investment advisers and private fund regulation

IRS Partnership Taxation

Federal partnership tax overview

Cornell Law: Limited Partnership

Legal overview of limited partnerships

Related Document Reviews

Joint Venture ReviewLLC Operating Agreement ReviewLetter of Intent ReviewSubscription Agreement Review
Important Legal Disclaimer

Not Legal Advice: The information and analysis provided by Justee AI is for general informational purposes only and does not constitute legal advice. While we strive to provide accurate and helpful information, our AI-powered service is not a substitute for professional legal counsel.

No Attorney-Client Relationship: Use of Justee AI does not create an attorney-client relationship. Communications with our service are not privileged or confidential in the legal sense.

Consult a Professional: For specific legal matters, we strongly recommend consulting with a qualified attorney licensed in your jurisdiction. Legal requirements vary by location and circumstances, and only a licensed attorney can provide advice tailored to your specific situation.

Performance Estimates (*): All statistics, metrics, and numerical claims on this page — including review times, cost comparisons, accuracy percentages, and database size — are estimates based on internal testing, industry research, and typical use cases. Actual results vary based on document type, complexity, length, jurisdiction, and other factors. Cost comparisons reference publicly available average attorney rates and are not guaranteed savings. "1M+ laws and regulations" refers to the breadth of Justee's reference database and does not imply that every provision is checked against every law for every document.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Real Estate Promote Agreement Review FAQ

The disproportionate share of profits paid to the GP after LPs receive a preferred return — incentivizing GP performance. Justee evaluates whether the promote structure aligns with the risks LPs are taking.

On capital actually invested, compounded as agreed (typically annually). Justee flags hurdle definitions that compound on commitments rather than actually-called capital.

A mechanism to return excess GP distributions if final fund performance falls short. Justee flags clawbacks that lack security (escrow, guaranty, insurance), which makes them functionally unenforceable.

Departure of named GP principals — usually pauses investment activity and gives LPs additional rights. Justee flags weak key-person triggers and replacement-without-consent provisions.

No. Promote agreements are complex and require fund counsel for material commitments. Justee's review focuses counsel time on the highest-risk waterfall and governance provisions.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
  • Names, email addresses, and phone numbers
  • Social Security numbers and tax identifiers (ITIN)
  • Physical addresses and dates of birth
  • Credit card and bank account numbers
  • Driver's license and passport numbers
  • Medical provider identifiers (NPI) and case numbers
Corporate and business data:
  • Company and organization names
  • Business addresses and geographic locations
  • SWIFT/BIC codes, IBAN numbers, and bank routing numbers
  • Business license numbers and attorney bar IDs
  • Corporate tax identifiers (EIN)
Our system achieves 100% detection of standard PII types and approximately 97% overall coverage. Certain rare identifiers — such as cryptocurrency wallet addresses and MAC addresses — may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

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Last updated: May 13, 2026

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