Earnest money intake
Contact the parties early, collect deposits, issue receipts, hold funds in attorney trust, and keep the broker informed without adding friction.
For business brokers and franchise resale advisors
A practical escrow partner for brokered closings
Brokers need an escrow partner who collects earnest money early, protects the broker's value in the conversation, supports commission instructions, and helps parties move from interest to closing.
Hundreds of franchise transfer escrowsPracticing since 2006WA · OR · HI · CA via co-counsel
Language to put in the LOI or purchase agreement
Use the existing Rain Law Firm seller-letter language:
“Escrow and Earnest Money. The parties agree that Rain Law Firm LLC shall act as the exclusive escrow agent for this transaction. Any earnest money deposit shall be made directly to Rain Law Firm, which will manage the escrow process, hold funds securely, and coordinate closing in accordance with the final agreement. All parties will cooperate to provide required documentation for an efficient escrow process.”
What the broker can expect from escrow
Rain Law Firm coordinates earnest money custody, neutral documents, closing communication, and the closing file while remaining neutral.
Early earnest money custodyEscrow can reach out at the beginning of the deal, collect the deposit, issue receipts, and give parties confidence that funds are handled securely.
Commission coordinationBroker, co-broker, commercial realtor, and referral commission instructions can be reviewed and supported against the agreement and applicable state rules.
Broker-supportive communicationBuyers and sellers get clear instructions while the broker's expertise, role, and relationship value remain visible and respected.
Practical deal guidanceBrokers can pressure-test talking points, norms, structuring options, and closing mechanics before small issues turn into delays.
Where escrow keeps the file moving
Rain Law Firm is useful when a broker needs someone who will pick up the thread, identify what is blocking closing, and give parties clear next steps without turning the transaction into an academic exercise.
Exhibit · Where closings stall
Stall 01, franchisor approval. Transfer approval and training dates wait until late in the file. Cleared: open the franchisor file the day the LOI signs; approvals run on their calendar.
Stall 02, lender file. Funding conditions surface for the first time in closing week. Cleared: every condition tracked against the lender's checklist in one closing file.
Stall 03, liens and payoffs. Old UCC liens or unknown payoff contacts appear days before closing. Cleared: early UCC searches, written payoff confirmations, and recorded terminations.
Stall 04, tax clearance. A state clearance certificate takes longer than the deal can wait. Cleared: a holdback sized to the confirmed exposure keeps the closing on schedule.
What the escrow work covers
The work includes earnest money collection, practical drafting, escrow communication, lender and lienholder coordination, commission disbursement support, closing statement preparation, deadline tracking, and post-closing follow-up when the file does not end cleanly at signing.
Escrow supports the broker relationship by giving buyers and sellers a clear point of contact for closing mechanics.
Where Rain Law Firm plugs into the file
Four ways the escrow work supports a broker from the moment a deal starts moving.
Commission and referral support
Review commission directions, co-broker arrangements, commercial real estate participation, referral instructions, and state-specific constraints before disbursement.
Deal-structure sounding board
Help brokers identify talking points, market norms, workable structures, and the verification needed before parties commit to a path.
Closing support
Communicate in a way that supports the broker's role, reinforces deal confidence, and keeps the parties focused on the next practical step.
Send the core file information first
When a broker sends the right core facts at the start, escrow can spot conflicts, identify missing conditions, and reduce avoidable back-and-forth.
Deal documentsSigned LOI, draft or signed APA, franchise transfer packet, lender checklist, and any seller-financing terms.
Parties and authorityBuyer and seller entity names, owners, signers, business location, landlord contact, franchise contact, and lender contact.
Closing and commission factsPurchase price, deposit status, target closing date, payoff issues, liens, tax clearance needs, broker commission instructions, and known approvals.
What brokers should ask transaction counsel
If the answers are specific, you probably have the right fit. If the answers are generic, the client may be funding a learning curve.
How many transactions like this have you closed?
What usually delays this type of closing, and how do you prevent it?
How do you handle lender requests, lien payoffs, lease issues, tax clearance, and bulk-sale notices where required?
What happens when a closing date moves and documents need to be updated the same day?