Better to use a Sub Fee Agreement or a Joint Venture Agreement?

[Michelle Green]

Hi Everyone!

Looking for some advice on the below problem...

I've been looking into the use of Master Fee Agreements for use during large wholesaling/investment transactions.

What are the best contracts to use where there are multiple parties to the transaction? i.e. 1. Seller. 2. Sellers Agent/Broker. 3. Me. 4. Wholesaler 5. Buyer's Rep. 6. Buyer etc. etc.

I would envisage using a Master Fee Agreement between the Buyer and the Seller's Agent/Broker to ensure payment of the commission/fee (3-6%). However, how do the rest of us "middlemen" (i.e. Me, Wholesaler and Buyer's Rep) ensure we're protected in the deal as the "glue" that brings everything together? 

For the contracts, I see two possible options:

1. A one-use JV Agreement between Seller's Agent/Broker, Me, Wholesaler and Buyer's Rep which is specific to the deal, and sets out that any fees collected by the Sellers Agent/Broker upon closing of the deal must be disbursed equally (or whatever the split is) between all parties; OR

2. A Sub-Fee Agreement between Seller's Agent/Broker, Me, Wholesaler and Buyer's Rep which refers to the Master Fee Agreement, and says that any fee collected by the Seller's Agent/Broker under the Master Fee Agreement must be disbursed in accordance with the Sub-Fee Agreement (to the other parties).

If I were to choose Option 2, should I still be looking a putting in place a JV Agreement also anyway? If not, why not?

Note: I would assume I'd need non-disclosure/confidentiality clauses in the Sub-Fee and JV Agreements regardless of which one I chose to use, and in both if I decided to use both. Is this the only advantage to having both a JV and Sub-Fee Agreement in place?

Any assistance would be much appreciated!