Help me structure this deal

[Aaron Osgood]

Here is the deal: a colleague of mine purchased a house for 135k, well under market. Cash and closed. He now owns it under his entity.  

Instead of selling it to me, he wants to create a partnership where 'we' as a tbd entity buy it for 175k and he will put in 75k as equity. We will then get a loan for a new construction duplex and split the profits 60/40.  We both guarantee the loan and i don't put any equity in besides my time, construction management.

Instead of selling the house to this new partnership and having to pay the expensive Philly transfer tax (2%) twice, should i join the entity? I want the bank to finance the 175k acquisition price so that also makes it a little tricky? Any advice is much appreciated! Obviously an attorney can best answer this but before i start spending the big bucks i figured i'd give BP a shot!