The disclosures that decide a Florida closing
Most multifamily deals do not fall apart on price. They fall apart on what was not disclosed, and when.
01Johnson v. Davis and the duty to disclose
Florida is not a pure caveat emptor state. A seller who knows of a material defect that is not readily observable, and that materially affects value, has a duty to disclose it. Silence is not neutral.
Silence is not a negotiating position. In Florida, it is a liability.Risk & Ownership
For multifamily, “material” quietly expands: open permits, prior flood losses, recurring tenant disputes, and deferred structural work all live in this zone.
02FIRPTA when the seller is foreign
When the seller is a foreign person, the Foreign Investment in Real Property Tax Act puts a withholding obligation on the buyer, not the seller. Miss it and the buyer can be on the hook for the tax that should have been withheld.
Given the buyer pool in 33128 / 33125, FIRPTA is not an edge case here, it is the base case. Flag it at LOI, not at the closing table.
03Estoppels, leases, and the association layer
If any part of the asset touches an association, an estoppel certificate and the association’s financial records become gating items. Recent legislation has sharpened reserve and inspection requirements, and those can reset a closing timeline you thought was firm.
- Estoppel certificate, the binding statement of what is owed.
- Lease audit, what the rent roll claims vs. what the leases say.
- Records & reserves, the association’s real financial health.
Placeholder section, structure test.
I run diligence by checklist, not by worry, so the legal surprises surface in week one, not at the table.
Read the next one first.
Field notes from inside the deal, investment, finance, and the law that decides a closing. No noise.
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