We Need a Buy-Sell Agreement w/ Goose & Gander Clause

[Chris Virgil-Stone]

My business partner and I have set up an LLC and currently have one residential property, with another commercial multi-family expected to be under contract this week. Over the course of a few months and 2 lawyers later, we were finally able to get our Operating Agreement drafted to fit our needs. We still need a Buy-Sell agreement w/ a Goose & Gander clause but do not want to keep filtering through lawyers. I'm hoping someone might have a similar Buy-Sell clause to their LLC that they would be willing to share or can point me in the right direction.

Essentially we do not want to allow any sale of 1 members shares to a 3rd party. If either party wants to exit the partnership, they would offer to either buy or sell their shares to the other partner at a specified price. The offeree then has the option to buy (if offeror attempts to buy) or sell (if offoror attempts to sell) at that specified price. This keeps the offering party honest and not low ball any offers, as the offeree has ability to capture the same deal. Since I'm not great at explaining things an example might help

Example: I want to exit the partnership so I offer to sell my shares to my business partner at 85% of fair market value. My business partner would then have the option to either accept, or sell their shares to me at 85% of market value which would trump my offer and I would be obligated to accept. This would keep me from offering to sell at above market pricing, as they can then turn it around and sell their shares to me at the same price, overriding my original offer.

I appreciate any help!