Client solicit is the structural risk every CRE broker carries when they introduce a borrower to a capital source. The broker does the relationship work — sourcing, vetting, packaging the deal — and then watches the capital partner take the second deal direct, cutting the broker out.
The fix is mechanical, not interpersonal. Trust matters, but trust doesn't enforce. Three layers of documentation do.
Layer 1: NDA before substantive introduction
Before you share the borrower's name, property address, or any deal specifics with the capital partner, they sign an NDA covering the borrower relationship. Standard mutual NDA language is fine — the point is the documented commitment, not novel terms.
Some capital partners will balk at this step ("we never sign NDAs"). That's a red flag. The capital partners that run real broker channels keep an NDA template ready and sign within minutes of request. Refusal signals they intend to retain optionality to bypass you.
Layer 2: Engagement letter with explicit no-solicit clause
When the capital partner takes the deal under engagement, the engagement letter should include language like:
"Capital Partner agrees not to solicit, contract with, or originate financing for the Introducing Broker's Client, or any affiliated entity, on any matter other than the current transaction, for a period of 24 months from the date of this engagement. Any introduction of a new transaction by the Client to Capital Partner during the restricted period shall be referred back to the Introducing Broker."
The duration is negotiable — 18 to 36 months is standard — but the clause itself isn't. The wording should also cover affiliated entities (the borrower's other LLCs), not just the named LLC on the current deal, because borrowers often own properties under multiple entities.
Layer 3: Business-model alignment
The strongest no-solicit protection is structural: pick a capital partner whose business depends on broker referrals. If their funnel is 80%+ broker-sourced, soliciting one client costs them future referrals from every other broker who learns about it. The cost-benefit is permanently against them.
Conversely, if the capital partner's funnel is mostly direct retail (their own marketing, their own Google ads), they don't need the broker channel to survive — and the cost of soliciting a client is just whatever your engagement letter enforces. Weaker structural alignment, more reliance on the legal layer.
What to do if solicit happens
- Confirm in writing: ask the borrower directly whether they engaged the capital partner on a new deal without you
- Reference the engagement letter no-solicit clause — most capital partners back off when reminded
- Demand the broker fee on the new deal as if you had originated it (this is the standard remedy in well-drafted engagement letters)
- If they refuse: pursue the contractual remedy and stop sending them deals — and tell other brokers in your network
- Treat the incident as data: every broker channel has one bad actor per year, but a pattern of incidents from the same capital partner is a structural problem worth exiting