You most certainly dont have a legal right to try to charge them a 6 month penalty.

The Sponsor needing 5 mil for project in addition to the common equity raise, will be in a preferred equity position ahead of common equity and of course behind the Lender with apparently no legal recourse to foreclose property.

There was a guy on BP who tried to get one going down by Colorado Springs awhile ago called Bonsai Village and got as far as buying the land, but could never get permission due to NIMBY neighbors  and it got stalled in legal red tape until the  land eventually ended up being foreclosed on and turned into open space.

However, navigating the legal and financial complexities of Subto deals requires careful attention, so I’d recommend working with a real estate attorney to ensure everything is structured correctly.Securing private money for the closing is a smart move, but ensure your terms allow for flexibility in case of unexpected repairs or delays in cash flow.

@Robin CastilloLLCs are useful for legal protection, but they require separate tax filing, typically cost several hundred dollars to create, and most non-commercial lenders will not lend to LLCs.Commercial lenders will lend to LLCs, but their interest rates are significantly higher and they require collateral that regular lenders don't.I would not create a LLC specifically due to the issues in getting a traditional mortgage it will likely cause.One potential route though, is to get a traditional mortgage in your name and then assume the loan after a 6mo "seasoning" period with your LLC.

Establish a solid reserve fund (3-6 months of rent) to cover unexpected expenses or vacancies, which are inevitable over time.Make sure you're well-versed in local landlord-tenant laws to avoid legal complications.

I would not be confident the PM has a good legal option if they served pay or quit so late.  

Here are some Buyer representations:Enforcement/Legal Actions.

Make sure it's a legal triplex.

Building a closet in the bonus room addition to allow the property to be legally listed as a three bedroom.