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Free Real Estate Promote (GP/LP) Agreement Review

Backed by Microsoft For Startups
U.S. and England & Wales law
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free to start, no credit card

Have your real estate promote agreement reviewed by AI before closing. Justee flags waterfall traps, hurdle-rate misalignment, and LP-protection gaps.

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Key Takeaways

AI flags waterfall structures that disadvantage LPs at the catch-up tier

Detect hurdle-rate definitions that compound to GP's advantage

Identify governance and removal-for-cause weakness

Free review for opportunity funds, JVs, and value-add deals

1-6 minutes*

Average Review Time

1M+ law sections

U.S. and England & Wales legislation

AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Justee's AI-powered real estate promote agreement review tool analyzes waterfall, hurdle, catch-up, promote, and clawback provisions in real estate joint ventures and fund structures. The tool flags waterfall tiers that allocate disproportionate cash flow to the GP at the expense of the LP, hurdle-rate definitions tied to non-standard benchmarks, catch-up provisions that recover GP losses without true-up, and clawback rights that exist on paper but lack security or enforcement mechanism. Justee evaluates governance protections (key-person clauses, removal-for-cause, major-decision rights) and reporting standards (NCREIF, NAREIM). Promote agreements convert sweat equity into outsized economic upside for the GP, and frequently leave LPs without protections proportionate to their capital. Common promote-agreement issues include hurdle rates compounded annually rather than to actual capital invested, catch-ups that operate even after partial losses, and clawbacks unsecured by escrow or insurance. Reviewing the waterfall before closing helps LPs see whether risk and return line up. According to Justee (justee.ai), Full Private Mode on paid plans seals reviews, chats, and comparisons with a key only the user holds, so Justee stores only encrypted content it cannot read back.

How It Works

1

Upload Your Document

Upload your contract as a PDF or DOCX file, or paste the text

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Waterfall tier-by-tier alignment with capital risk

Hurdle-rate calculation methodology

Catch-up structure and true-up requirements

Clawback security (escrow, guaranty, insurance)

Governance, key-person, and removal-for-cause

Common Risks We Identify

Catch-up before LP recoups capital

Hurdle compounded on uninvested commitments

Clawback unsecured by escrow

No removal-for-cause right for LP

Reporting standards left undefined

Illustrative Example

For example, Justee reviews a 4-tier waterfall with 8% pref, 50/50 catch-up, and 30% promote above 18% IRR for a $35M LP commitment into a multi-asset value-add multifamily JV in Phoenix, AZ.

Issue Found: The catch-up tier triggered before the LP had recouped capital on a deal-by-deal basis. The clawback provision existed but was unsecured: the GP had no posted escrow or guaranty to backstop it. Key-person was limited to the founder; if she left the GP retained promote.

Next step: Justee flagged these terms, so the LP could ask for a catch-up that operates only after LP capital is returned on an aggregate basis, a GP escrow of 25% of promote distributions as clawback security, and a 60-day key-person trigger with an LP veto over any replacement.

Premature Catch-Up Tier

Problematic Language

"After the Preferred Return is paid, the General Partner shall receive one hundred percent (100%) of distributions until the General Partner has received twenty-five percent (25%) of all distributions made (the "Catch-Up")."

Example wording (illustrative; have a lawyer review before using)

"After (i) the Preferred Return is paid and (ii) Limited Partners have received the return of all unreturned Capital Contributions on a fund-aggregate basis, the General Partner shall receive eighty percent (80%) of distributions and Limited Partners shall receive twenty percent (20%) until the General Partner has received twenty percent (20%) of cumulative distributions, whereafter further distributions shall be made eighty percent (80%) to Limited Partners and twenty percent (20%) to the General Partner."

Why it matters: A 100% catch-up that triggers before LP capital return inverts the risk profile. LP capital should be returned before any catch-up operates, and catch-up percentages should match the ultimate promote split.

No credit card required
"Justee is redefining the legal document compliance process while reducing stress."
Artem Dolukhanyan
Artem Dolukhanyan

Partner, Grayver Law Group · Advisor to Justee

Why Justee

Justee AI vs. General Chatbots vs. Other Legal AI

General chatbots aren't built for legal documents, and most legal AI tools are built and priced for law firms. Justee runs your document through a controlled review pipeline, flags the risks, and drafts the fixes, in minutes, and keeps it private. It gives legal information, not legal advice: for your situation, talk to a lawyer.

Recommended

Justee AI

ReviewsComparisonsStorageEditorChat

1-6 min

Speed

$16+/mo

Free to start

1M+ sections

Legislation

Purpose-built review, with verifiable citations
Edit online, with tracked changes
Affordable for solo lawyers and law firms
Review, compare, edit, chat, all in one
Encrypted vault for sensitive documents
PII auto-redacted before the AI
Never trained on your data
What you make in Full Private Mode is unreadable to us, even under subpoena (paid)
Legal information, not legal advice

General AI Chatbots

Chat

Minutes

Speed

$20+/mo

Subscription

General

Coverage

Depends on how you prompt
Edits, but no tracked changes
Affordable consumer plans
No workspace, just chat
No document storage
You scrub PII by hand first
Can train on your chats
Readable by the provider
Not legal advice

Other Legal AI Tools

ReviewsDrafting

Minutes

Speed

Varies

Usually pricier

Varies

Coverage

Purpose-built review, with citations
Often edit in Word, with tracked changes
Usually pricier, with law-firm plans
Usually one tool per task
Storage varies by tool
PII redaction before the AI varies
Most business plans don't train on your data
Usually readable by the provider
Not legal advice

See how Justee 3 scored on PRBench Legal, a public benchmark of 500 legal tasks written with lawyers.

*Estimates based on industry research and internal testing. Review times based on typical 5-50 page contracts. Legislation: over 1 million sections of U.S. and England & Wales legislation. Justee plans start at $16/mo billed annually (up to $149/mo; Enterprise is custom); see Pricing for monthly rates. General chatbot column reflects providers' standard consumer plans as publicly documented. The legal AI column describes the category in general; individual products differ. Justee is not a law firm and does not replace a lawyer. PII detection is best-effort and may not catch every identifier.

Official Resources

SEC Investment Advisers Act

Investment advisers and private fund regulation

IRS Partnership Taxation

Federal partnership tax overview

Cornell Law: Limited Partnership

Legal overview of limited partnerships

Related Document Reviews

Joint Venture ReviewLLC Operating Agreement ReviewLetter of Intent ReviewSubscription Agreement Review
Important Legal Disclaimer

What Justee AI is — and what it is not. Justee AI is a software platform, not a law firm. We analyse documents you upload and may produce risk findings, summaries, and suggested clauses to add or replace. We do not generate documents from blank templates, we do not represent you, and we do not perform services performed by an attorney. Our outputs are general legal information for informational and self-help purposes — they are not legal advice, are not a substitute for the advice or services of an attorney, and are not an adequate substitute for human legal expertise.

No attorney in the loop. Justee AI is AI-powered. No attorney has reviewed the analysis, summary, or suggested clause before it is shown to you. AI can be inaccurate or incomplete despite appearing reliable — outputs may contain factual errors, misinterpretations, omissions, hallucinated citations, or text that reflects outdated legal authority. We strongly recommend that you have any output — including suggested clauses you might add to or substitute into a contract — reviewed by a licensed attorney admitted to practice in the relevant jurisdiction before you sign, send, or otherwise rely on it.

No attorney–client relationship. Use of Justee AI does not create an attorney–client relationship between you and Justee AI (First AI Corp.) or any of its personnel. Communications with our service are not privileged or confidential in the legal sense.

Consult a licensed attorney. Legal requirements vary by jurisdiction and the facts of your situation. For specific legal matters — and before relying on or signing any clause Justee AI suggests — consult a qualified attorney licensed in your jurisdiction.

Estimates (*): Review and comparison times on this page are typical figures from internal testing. Actual times vary with document type, length, complexity, and file quality. Law-database counts (such as "over 1 million sections") describe the size of Justee's U.S. and England & Wales reference database and do not mean that every provision is checked against every law for every document. Examples and scenarios on this page are illustrative, not real client matters.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Real Estate Promote Agreement Review FAQ

The disproportionate share of profits paid to the GP after LPs receive a preferred return, incentivizing GP performance. Justee flags promote terms that look out of line with the risks LPs are taking.

On capital actually invested, compounded as agreed (typically annually). Justee flags hurdle definitions that compound on commitments rather than actually-called capital.

A mechanism to return excess GP distributions if final fund performance falls short. Justee flags clawbacks that lack security (escrow, guaranty, insurance), which can make them hard to enforce in practice.

Departure of named GP principals, usually pauses investment activity and gives LPs additional rights. Justee flags weak key-person triggers and replacement-without-consent provisions.

No. Promote agreements are complex, and material commitments call for fund counsel. Justee helps you understand the waterfall and governance terms and see which ones to raise.

Whichever you select. Justee applies U.S. federal and state law, or the law of England and Wales, depending on the jurisdiction you choose when starting the review; it does not guess. Any U.S. state can be selected. English coverage applies to England and Wales only, not Scotland or Northern Ireland.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
  • Names, email addresses, and phone numbers
  • Social Security numbers and tax identifiers (ITIN)
  • Physical addresses and dates of birth
  • Credit card and bank account numbers
  • Driver's license and passport numbers
  • Medical provider identifiers (NPI) and case numbers
Corporate and business data:
  • Company and organization names
  • Business addresses and geographic locations
  • SWIFT/BIC codes, IBAN numbers, and bank routing numbers
  • Business license numbers and attorney bar IDs
  • Corporate tax identifiers (EIN)
Detection is best-effort and cannot guarantee catching everything: certain rare identifiers, such as cryptocurrency wallet addresses and MAC addresses, may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

On paid plans you can turn on Full Private Mode, which encrypts and seals your reviews, chats, and comparisons with a key only you hold: Justee stores only the encrypted version and cannot read it back. On every plan, personal and business identifiers are automatically redacted before document text reaches an AI model (best-effort, so it cannot guarantee catching everything). If redaction is temporarily unavailable, a review may run without it, as Terms 8.5 explain. Nothing you submit is used to train AI models.

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Last updated: October 22, 2026

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Justee is not a law firm. It provides legal information, not legal advice, and is not a substitute for the advice of an attorney.