A commercial buyer is not a shopper. A buyer client hands you a budget, a deadline, and a tax or business problem, and expects you to find a building, price it, and carry the deal to closing. Skip the front-end work (who this buyer is, what they can pay, and who pays you) and you tour for weeks for someone who cannot close. This lesson sets up the business before any search begins. Lessons 2 to 7 walk one deal from search to close.

Key terms. Buyer rep means you represent the buyer under a written agreement. A buy box is the written list of criteria a property must meet (Lesson 2). An owner-user buys a building to occupy for their own business. Small-bay flex is multi-tenant industrial space in small units. NOI is net operating income, and a cap rate is NOI divided by price. NNN means the tenant pays taxes, insurance, and maintenance. A 1031 exchange defers tax when sale proceeds are reinvested in like-kind real property, and a qualified intermediary (QI) holds those proceeds. A letter of intent (LOI) states business terms before the purchase and sale agreement (PSA). Absolute NNN means the tenant also carries roof and structure.

Builds on. This course mirrors Course 22 and follows the rule in Course 24 Lesson 3: "Get the engagement in writing before you tour a single building."

Why buyer rep matters to a newer agent

You do not need listings to start earning. You need a buyer who trusts you. Three reasons to build this skill early:

Buyers are the demand that sells listings. A buyer rep learns what buyers pay and walk away from.
A buyer client can repeat. Investors buy again, 1031 buyers sell and rebuy, and owner-users outgrow buildings.
The work builds underwriting. Rebuilding a seller's numbers, testing debt, and setting a walk-away price is the skill that wins listings later; see Course 22 Lesson 4.

Who commercial buyers are

A 1031 buyer is on a legal clock, an owner-user is on a lease expiration, and a fund is on a committee calendar.

Buyer	What they care about	Budget and timeline	Main risk
1031 exchange investor (NNN)	Equal or greater value, debt replaced, tenant credit	Set by the sale; 45 days to identify, 180 to close	Missing a deadline and owing tax
Passive NNN investor	Steady rent, credit tenant, low management	Often low millions per asset; no fixed clock	Overpaying for a low cap rate
Industrial owner-user	Fit for the operation: power, doors, clear height, yard	Sized by the space need; tied to the current lease end	Buying a building the business outgrows
Small-bay or warehouse investor	In-place NOI, rollover, rent versus market	Low to high single-digit millions	Rollover and re-leasing cost
Developer or land buyer	Entitlements, utilities, access, zoning	Long approval timelines	Approvals that fail or run late
Syndicator or fund	Return targets, investor approvals	Larger deals; committee calendar	Investor commitments lapse

Retail, medical office, and land buyers follow the same intake, with tenant, build-out, and entitlement questions swapped in.

The buyer rep role and the listing agent role

The listing agent works for the owner, so your duties and theirs point in opposite directions.

Topic	Buyer rep	Listing agent
Client and core work	The buyer: find, screen, underwrite, negotiate	The owner: price, market, negotiate
What you guard	Buyer's walk-away price and financing limits	Seller's floor and motivation
Paid by	Buyer, a seller-side split, or both	Owner, under the listing agreement

As a transaction broker your duties are honest and fair dealing, accounting for funds, skill and care, presenting offers promptly, and whatever your written agreement adds (F.S. 475.278(2)). List the duties you accept in the agreement.

Representation and conflicts in Florida

Transaction broker is the default. F.S. 475.278(1)(b) presumes every licensee is a transaction broker unless single agent or no-relationship status is set in writing. A transaction broker gives limited representation and is not a fiduciary. Single agent status, with loyalty and confidentiality duties, exists only in writing.

The statutory notice forms do not apply to commercial buyers. F.S. 475.278(5)(b) exempts commercial (nonresidential) transactions from the disclosure requirements. The statute does not clearly settle how far the presumption and duty list reach, so state your relationship and duties in your written agreement.

Dual agency is banned. Under F.S. 475.278(1)(a) you may not act as a disclosed or nondisclosed dual agent, a fiduciary to both buyer and seller in one deal.

Designated sales associates. F.S. 475.2755 allows one route in commercial deals. If buyer and seller both have assets of $1 million or more, request it, and sign disclosures, the broker may designate different associates as single agents for each side. Ask your broker how the firm documents it.

When your buyer wants your own firm's listing

Lawful path	What it requires	Watch for
Transaction broker for both sides	Written consent; limited confidentiality	Neither side gets a fiduciary
Designated sales associates	Both parties at $1 million or more; both sign	Firewall on confidential information
Refer the buyer to another firm	Broker-approved referral terms	Do not steer the buyer back later

(a) Situation: your buyer likes a building your firm has listed. "[Name], [address] is listed by our firm, and that changes how I can serve you. Florida does not let the firm act as your fiduciary and the seller's at once. Our broker of record will tell us which lawful option fits: transaction brokers for both sides with your written consent, separate designated associates if both sides qualify, or a referral to another firm. I will not tour or write an offer until you have chosen an option in writing. Can we decide by [date]?"

This is education, not legal or tax advice. Confirm legal and tax points with your broker of record, a Florida attorney and the client's CPA.

The buyer rep agreement: what to put in writing

We found no Florida statute that requires a written agreement for a commercial buyer. Get one anyway: it is the only way to establish single agent status, document your fee, and support the notice right below. Your broker has record-keeping duties too (F.S. 475.5015).

Use your firm's approved form. Florida Realtors' general buyer brokerage forms carry statutory notice wording that does not fit commercial deals, so do not repurpose a form your broker has not approved.

(b) Situation: the buyer wants to tour a building today, before signing anything. "[Name], I would like to show you [address] today. Before we go, I need us to sign a short buyer representation agreement. It says who I represent, how I am paid, and what happens if you buy something we find together. It takes ten minutes. Can we go through it now?"

Term	What to put in writing
Parties and signers	Exact legal name of the buying entity, who may sign, and any assignee such as a new LLC or exchange entity
Scope	Asset types (NNN, industrial subtype), size band, price band, counties. Vague scope is a common source of fee disputes
Relationship	Single agent or transaction broker, and what you keep confidential
Term and exclusivity	Definite start and end dates and whether you are exclusive. Three to 12 months is commonly cited; market practice varies
Compensation	Structure, amount or formula, when earned, when paid, and whether any retainer (an up-front fee) is credited against the fee
Tail	A protection period after expiration: if the buyer buys a property from your written protected list, you are still paid. 90 to 180 days is commonly cited; negotiable
Seller-paid amounts	Credited against your fee or not, and who pays any shortfall

Florida requires the licensed brokerage name in real estate advertising, near your contact information online (Fla. Admin. Code R. 61J2-10.025). Sample email signature, to confirm with your broker of record:

[Agent name], [title] | MaxLife Commercial, a division of MaxLife Realty LLC | [phone] | [email]

How you get paid

Every percentage below is illustrative. Commercial fees are negotiated and market practice varies. None of this is a market rate or a MaxLife result.

Path	NNN purchase at $2,500,000	Industrial purchase at $3,000,000
Seller-paid through the listing split	Listing offers 1.5%: $2,500,000 x 0.015 = $37,500. Fee equals split; buyer pays $0	Listing offers 1.0%: $3,000,000 x 0.010 = $30,000. Fee equals split; buyer pays $0
Buyer-paid fee	2.0%: $2,500,000 x 0.02 = $50,000	1.5%: $3,000,000 x 0.015 = $45,000
Hybrid, seller amount credited	Fee $50,000; seller pays $37,500; buyer pays $50,000 - $37,500 = $12,500	Fee $45,000; seller pays $30,000; buyer pays $45,000 - $30,000 = $15,000

You will hear that buyer rep is free because the seller pays. That holds only when the listing side offers a split and your agreement says it covers your fee. On an off-market deal, your agreement is your only fee protection, so state who pays, how much, and what happens on a shortfall. Disclose every source of compensation to the client, and do not accept more than the total you agreed with the buyer; the Florida Realtors buyer form carries the same limit. Ask your broker which current compensation form the firm uses for seller-paid buyer's broker fees.

The Lien Act and the buyer's broker

The Commercial Real Estate Sales Commission Lien Act (F.S. 475.700 to 475.719) protects the listing broker, not you.

The lien belongs to the owner's broker. The listing broker has a lien on the owner's net proceeds under a written agreement with the owner. It cannot be assigned (F.S. 475.701(2), 475.703(4)).

A buyer's broker has no lien. Your contract with the buyer is not a brokerage agreement with the owner. You cannot record a commission notice or claim a lien on the property or net proceeds (F.S. 475.719(1)).

You do have a notice right. Once the owner signs a contract with the buyer that triggers your fee, you may give notice of your right to payment to the closing agent, owner, buyer, or others, and that is not tortious interference (F.S. 475.719(2) and (3)).

A co-op promise probably gives you no lien. A co-op fee is one the listing broker promises to share with you. We found nothing settling whether it can create lien rights. Assume it does not and ask your broker.

So get the fee in writing, name your brokerage and who pays it in the contract's brokers paragraph, notify the closing agent, and never tell a client you hold a lien.

Qualifying a buyer before you invest time

Ask	What it tells you	Red flag
Can you show proof of funds or a lender letter for this price band?	Whether the budget is real	Funds tied up in another deal
What is the financing plan, and has a lender heard it?	Speed and certainty of closing	No lender contact yet
Who else decides or signs?	Who must approve an offer	A partner who first appears at the LOI
Is there a 1031 clock? Give me the dates.	Whether time rules the search	Sale closed, no QI engaged
What exact entity will buy?	Contract name, assignment needs	Entity not formed, no plan to assign
When must you close or move?	Realistic pace	A date that ignores lender time
Have you signed with or toured through another broker?	Fee conflict risk	An unwritten promise to another broker

Entity and control questions. Ask who owns and controls the buyer and where it is organized, and ask every buyer the same questions. Florida restricts some purchases by foreign principals; Lesson 7 has the rules, the affidavit and how to screen without bias.

Where buyer clients come from

Course 23 teaches prospecting. Buyer sources include past sellers needing a 1031 replacement, owner-users outgrowing a lease, tenants of landlords, out-of-state NNN investors, and broker referrals. The /investor-match form is a working intake example, but it has no industrial fields such as clear height, power, or doors.

Buyer and listing work feed each other. Listing inquiries hand you buyers, buyer searches show you which owners might sell, and a seller who lists with you may need a 1031 replacement, which makes them your next buyer client.

How this course fits with the rest of the Academy

Topic	Taught in depth	Buyer-rep angle in this course
Diligence	Course 10	Lesson 6: calendar and team
Financing	Course 11	Lesson 7: loan fit and clock
Negotiation	Course 12	Lesson 5: the buyer's LOI
NNN	Course 13	Lessons 3 and 4
Industrial	Course 17	Lessons 3 and 4
Sourcing	Course 09	Lesson 3: screening
1031 rules	Course 21	Lesson 2 captures the clock; QI and CPA advise
Listing side	Course 22	Mirror image
Tenant side	Course 24	Lease versus buy

A worked example (illustrative buyers, invented facts)

Assumptions (invented, not market data, not MaxLife results): two fictional clients who recur through Lessons 2 to 7. The 1031 client's sale closes Thursday, October 15, 2026, and the client's return is due April 15, 2027. Confirm dates with the QI and the CPA.

Intake summary A: a 1031 exchange buyer.

Item	Palmetto Ridge Holdings LLC
Goal and equity	Replace a sold property with a single-tenant absolute NNN pad; net equity to reinvest: $2,400,000 sale - $900,000 loan payoff = $1,500,000 before selling costs
Target and floor	Target price $2,500,000. Replacement floor: at least $2,400,000 in value, and at least $900,000 of new debt or added cash
Clock	Sale closes Oct 15, 2026. Day 45 and day 180 dates are worked out in Lesson 2
Entity and signers	Two members sign; the taxpayer that sells must buy
Fee	Buyer-paid 2.0% of $2,500,000 = $50,000, credited by any seller split

The read: if the agreement is signed on September 30, you have 15 days before the sale closes to shortlist. The client names replacements in writing by day 45, and the QI must be engaged before October 15.

Intake summary B: an industrial owner-user.

Item	Bayside Fabrication Inc.
Current occupancy	14,000 SF at $13.00 per SF NNN: 14,000 x $13.00 = $182,000 base rent per year
Lease end and need	Lease ends in 14 months, which is the deadline. Needs 14,000 SF for its own use, 22 feet clear, three-phase power, two docks and a 53-foot trailer court
Target building	20,000 SF small-bay flex at $150 per SF: 20,000 x $150 = $3,000,000. Bayside occupies 14,000 SF and leases the other 6,000 SF
Financing	SBA 504 (owner-occupied): bank first lien, certified development company second, borrower about 10%. Get the lender's occupancy rules early. The price ceiling from the lender tests in Lesson 2 is about $3,040,000
Conflicts	Toured two buildings with another broker last spring; confirm in writing that no agreement exists
Fee	Buyer-paid 1.5% of $3,000,000 = $45,000

The read: the lease end and the operation set the search, not a return target. Run the owner-user through /industrial-lease-vs-buy and Course 07 before you tour.

Key takeaways

Sign a written buyer representation agreement before you tour. It establishes your relationship and documents your fee.
Florida presumes transaction broker, bans dual agency, and exempts commercial deals from the residential notice forms. State the relationship in the agreement.
When your buyer wants your firm's listing, choose a lawful path in writing.
A buyer's broker has no Lien Act lien, but can give written notice of the fee right to the closing agent (F.S. 475.719).
Say who pays your fee, how much, and what happens on a shortfall. Fees are negotiated.
Qualify first: proof of funds, financing plan, decision makers, 1031 clock, entity, timeline, and other brokers.

Next: Lesson 2 shows how to run buyer discovery and write a buy box.

The Buyer Rep Business