Licensing: What Does Texas Law Say About Real Estate Wholesalers and Investors vs. Real Estate Brokers?

And what does Texas law say about lawyers working with Real Estate Wholesalers while providing foreclosure defense litigation services?

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JUL 28, 2023 | REPUBLISHED BY LIT: AUG 22, 2023
AUG 22, SEP 8, 20, 28, NOV. 13, 2023

Above is the date LIT Last updated this article.

New civil case. Bookmark for updates.


Leon Oransky is a 25+ year veteran of the real estate and lending industry. Leon has been recognized as an expert in the areas of real estate brokerage, lending, investment, development, and escrow.

Leon currently serves as CEO and President of LendingPlace, Inc, Pacific Capital Funding Corp, Pacific Coast Realty, and Pacific Trust Escrow, Inc. Leon is licensed in California as a Real Estate Broker and an NMLS Mortgage Loan Originator in California and Florida.

Leon Oransky (aka Oranskiy) began his career in real estate in 1997 as a real estate agent with Paramount Properties in Northridge, California. By the end of his second year in real estate, Leon was one of the top sales producers in the office.

In 2002 Leon decided to make a move to Pinnacle Estate Properties, a busy privately owned local real estate company with strong marketing. It proved to be the right move for Leon as his sales production doubled within a year.

Leon spent the next 17 years with a firm of over 1000 agents as one of the company’s top producers, successfully closing over 500 real estate transactions with sales volume in excess of $300 Million.

In 2019 Leon started Pacific Coast Realty, a boutique real estate firm designed to efficiently service the needs of real estate sellers, buyers and investors throughout Los Angeles and Ventura counties.

In 2004 Leon expanded his real estate services to escrow by co-founding Pacific Trust Escrow, Inc. where he continues to serve as a CEO. Today, Pacific Trust Escrow stands as one of the largest independent escrow companies in California, assisting with closings or real estate sales and refinance transactions, bulk and tract sales statewide.

In 2008, as the real estate market shifted, Leon founded LA REO Team, a dynamic team that serviced over 200 REO properties for national banks, investors, asset managers and other financial institutions. As a Director of LA REO Team, Leon gained extensive experience in real estate asset management, from borrower defaults to REO property closings.

Leon also participated in over 50 fix-and-flips, remodel and additions, and ground-up construction projects, learning a great deal about construction management.

In 2017, seeing a growing need for alternative financing options for real estate investors, Leon founded Pacific Capital Funding Corp (PCFC), a private money lending company.

Their goal has been to bridge the gap between individuals and businesses in need of funds and investors looking for real estate secured investments.

Extensive experience in real estate brokerage, investment and asset management have been extremely helpful in risk assessment, underwriting and structuring loans.

PCFC have been successfully originating and funding private loans throughout California, while providing investment opportunities for trust deed investors.

In 2020, as the mortgage rates hit historic lows, Leon formed LendingPlace, a full-service mortgage brokerage which offers a wide range of Conventional and Non-QM mortgage products.

As a business owner and real estate investor himself, Leon’s focus has been on non-traditional lending options for self-employed borrowers and real estate investors.

As a result, LendingPlace has established a working relationship with most of the top nation leading constitutional and private lenders who offer non-traditional loan products.

LendingPlace offers their clients some of the most innovative mortgage options available today, at highly competitive terms.

Leon Oranskiy’s Professional Licenses:

California DRE Lic: 01217444

California DFPO Mortgage Loan Originator Lic: CA-DFPI1984285

Florida Mortgage Loan Originator Lic: LO100430

NMLS ID: 1984285

About Amin Makda

I am committed to place the goals of my clients first and to provide the highest level of service.

For sellers:

To obtain the highest price possible for your home with a target marketing program designed to create competition for the property among the right buyers and to be a great negotiator on your behalf.

To achieve a sale in the shortest amount of time with an aggressive multi-reach marketing plan that creates exposure of your home including our print, television, Mall kiosks, and internet marketing.

To complete your home sale with the least inconvenience for you and your family by using my professional expertise to handle all expected and unexpected facets of the entire transaction.

For buyers:

To listen to your needs and expectations and to use my complete market knowledge to provide you with good advice and counsel. To be your advocate in the negotiation process.

To take you through the home buying process with the least inconvenience by using my professional expertise to handle all expected and unexpected facets of the entire transaction.

J.C.Moses Management LLC Sale, Buy, Invest properties in the United States as an management company based out of the Houston, TX area. We are looking to connect with all companies and small businesses in real estate. J.C.Moses Management has a partnership with a law firm and we help service those in foreclosure. We Love working with Agents, Brokers, Wholesalers! Make sure to Friend me and Like my Connected Investors profile. You can email me properties and request properties with your criteria

Hi Everyone,

My name is Javon Moses Founder of J.C.Moses Management which is a successful real estate business in the United States & Internationally.

We focus on finding Real Estate & Assign the property for a PROFIT.

This has made my team over $1,000,000.

Wholesaling is when you sign a Purchase & Sales Agreement contract with a homeowner

Let’s say it’s worth $100,000 & it needs $10,000 in repairs.

As a wholesaler you try to get this property under contract for $50,000. We find a cash buyer for $60,000 and we walk away with $10,000 assignment fee!

I’ve been apart of TONS of transactions and I mastered the craft of wholesaling so I created a course to show you how to do the same thing and all the steps I take to Successfully close a Wholesale deal.


*30 Minute Wholesale Video

* Evaluation of Deals

– How to analyze Houses

* Marketing

-How to Generate Leads

-How to Skiptrace a List

-How To Find Deals

* Locking It up

-Universal Purchase Contract

-Universal Assignment Contract

-Cold Call Scripts

-Ringless Voicemail Script

-Text messages script

* Selling The Property

– Where You Can List Your Property

– How to Generate Exclusive Buyers

*Title Company

– How to Find a Wholesale Title Company

This is everything you need to know In order to do your 1st Wholesale Deal

Screenshot your purchase & I will help you close a deal!

Brokering Real Estate Without a License

Anyone who wants to sell real estate as a salesperson, real estate agent, or real estate broker must first obtain a license to do so from the state in which they live.

State real estate license requirements differ slightly from state to state, but all usually require that an applicant complete a minimal amount of real estate education, submit an application to the state real estate governing organization, and pass a written examination.

Only after you have received a state license can you act as a real estate salesperson or agent.

If you don’t have a license and attempt to buy or sell real estate as an agent, you have committed the crime of practicing real estate without a license.

Practicing Real Estate

While state laws differ slightly, the definition of what it means to practice real estate hinges on whether you act on behalf of someone else in a real estate transaction.

Any time you act on someone else’s behalf when buying or selling real estate in order to receive a fee, commission, or other type of compensation, you have engaged in the practice of real estate.

To do this legally you must be properly licensed.

If you are not licensed, you have committed a crime.

Also, you cannot engage in real estate negotiations on someone else’s behalf or even attempt to conduct a real estate transaction for another person or organization unless you are properly licensed.

In order to obtain a real estate license, you must submit an application detailing your qualifications, criminal history, and other personal information.

If you knowingly submit a false application or purposefully falsify your answers, this too can result in a practicing real estate without a license crime.

For example, if you apply for a real estate license and conceal the fact that you have previously been convicted of a crime, you can be convicted of the unlawful practice of real estate even if the state denies your application, as any attempt to attain a license under false pretenses is a crime.


In cases where people hold themselves out to be properly licensed real estate agents or brokers, the crime of practicing real estate without a license occurs in each separate transaction.

For example, if you have a real estate license in one state, move to another and fail to apply for real estate license in the new state, you cannot act as a real estate agent.

If you choose to do so, each transaction you engage in as someone else’s broker or agent is considered a separate offense.

For Sale By Owner

While all states require anyone acting as a real estate agent or broker to first obtain a proper license, those laws do not prevent property owners from acting on their own behalf.

This means, for example, that you can sell your own property, or buy real estate, without having a real estate license.


In some states, the crime of practicing real estate without a license either a misdemeanor or felony offense.

In others, the law provides for enhanced penalties for repeat offenders.

For example, the state of Kentucky penalizes engaging in real estate brokering without a license for the first time as a misdemeanor offense, while any subsequent acts are charged as felonies.

(Kentucky Revised Statutes section 324.990.)

The states provide for various penalties when it comes to the crime of engaging in real estate without a license.

A person convicted of this crime will face several potential punishments, though the severity of these will differ depending on the severity of the case.

Prison or jail.

The primary difference between a misdemeanor and a felony crime is the potential length of any jail or prison sentence.

Any crime where the potential maximum sentence is up to one year in jail is categorized as a misdemeanor, while one where the potential for a year or more in prison is possible is considered a felony.

Depending on the state, a conviction for the unauthorized practice of real estate can lead to maximum penalties ranging from up to a year in jail or four years or more in a state prison.


In addition to or apart from any jail or prison sentence, courts can also impose a fine if you are convicted of the unauthorized practice of real estate. Fines differ widely, but misdemeanor fines are typically up to about $1,000, while felony fines can reach $5,000 or more.


Courts may also order probation as part of a criminal sentence. When a court orders probation, it allows the convicted person to serve a sentence, typically 12 months or longer, outside of jail or prison.

During that time the person on probation has his or her liberties restricted, and must comply with various court orders or conditions of probation.

These conditions typically require the probationer to pay all required fines, court costs, and restitution; as well as find or maintain employment, refrain from the further practice of real estate, not engage in any other crimes, and regularly report to a probation officer.

A person on probation who fails to meet all the required conditions will face additional penalties, such as higher fines, extended probation periods, or may even have his or her probation revoked and end up serving an incarceration sentence.


If, during the course of acting as a real estate agent, you charge others for your services, a court will likely make restitution a part of the sentence.

When you are ordered to pay restitution you have to compensate those who were the victims of your crime for any damages you caused.

You must pay restitution in addition to any applicable court costs and criminal fines, and must also do so as a condition of your probation.

Talk to a Lawyer

It’s important to receive qualified legal advice if you are ever facing any type of criminal charge or investigation.

Real estate licensing requirements and laws that prohibit engaging in the practice of real estate without such a license differ significantly from state to state.

Only an attorney in your area can provide you with legal advice relevant to your situation that takes into account not only the appropriate laws, but also the attorney’s experience with area prosecutors, police, and courts.

You should never speak to investigators or make a decision about your case until you have consulted with an experienced criminal lawyer near you.

Wholesaling in Texas Real Estate

Sale and Assignment of Earnest Money Contracts

by David J. Willis J.D., LL.M.
JUL 27, 2023 | REPUBLISHED BY LIT: JUL 27, 2023


Both the legislature and TREC have moved in recent years toward greater regulation of the business of wholesaling.

Wholesaling, for those who do not know, is an investor practice of getting a property under contract and then selling that contract to another investor who, after closing, usually does rehab work with the intention of selling the property at a profit, all within a short-term timeframe (usually a year or less).

Several statutes now work together to impose a sort of “truth in advertising” disclosure requirement upon those engaged in wholesaling.

Applicable Law

Occupations Code Section 1101.002.(A) – Definitions

Do you need a real estate broker’s license to engage in wholesaling?

Chapter 1101 of the Occupations Code answers this question with a definite maybe.

As is the case with most statutes, the first part of the law defines relevant terms, including in this case a definition of what constitutes real estate brokerage in the wholesaling context.

Chapter 1101 states that a real estate broker “means a person who, in exchange for a commission or other valuable consideration or with the expectation of receiving a commission or other valuable consideration, performs for another person one of the following acts . . . deals in options on real estate, including buying, selling, or offering to buy or sell options on real estate. . . .”

Since many earnest money contracts (depending on the stage they are in) can be considered a kind of option to buy real estate, if one is buying or selling such contracts (i.e., wholesaling), and if these contracts are offered and advertised as interests in real estate, then a broker’s license is required.

Occupations Code Section 1101.0045 – Equitable Interests in Real Property

Again, the Occupations Code focuses on licensing. This section offers a loophole for wholesalers who are working without a broker’s license, but only so long as they make express disclosure that what they are selling is merely an “equitable” interest, which generally means an interest that is less tangible, less certain, and more contingent than a solid and present fee simple ownership interest. The statute reads: “(a) A person may acquire an option or an interest in a contract to purchase real property and then sell or offer to sell the option or assign or offer to assign the contract without holding a license issued under this chapter if the person: (1) does not use the option or contract to purchase to engage in real estate brokerage and (2) discloses the nature of the equitable interest to any potential buyer. (b) A person selling or offering to sell an option or assigning or offering to assign an interest in a contract to purchase real property without disclosing the nature of that interest to a potential buyer is engaging in real estate brokerage.”

Section 1101.0045 wants wholesalers to make it clear to buyers of contracts that what is being offered is not the realty itself, but only contract rights to acquire the property in the future (This is what is meant by an “equitable interest.”). Accordingly, wholesalers who assign contracts are not illegally acting as brokers if they fully disclose the nature of the interest they are selling.

22 Texas Administrative Code Section 535.6 – Equitable Interests in Real Property

The TAC contains TREC rules applicable to real estate license holders. Section 535.6 states that a “person may acquire an option or enter into a contract to purchase real property and then sell or offer to sell the option or assign or offer to assign the interest in the contract without having a real estate license if the person: does not use the option or contract to purchase to engage in real estate brokerage; and discloses the nature of their equitable interest to any potential buyer. A person selling or offering to sell an option or assigning or offering to assign an interest in a contract to purchase real property without disclosing the nature of that interest to a potential buyer is engaging in real estate brokerage. A license holder who is engaging in real estate brokerage by selling or buying or offering to sell or buy an option or assigning or offering to assign an interest in a contract to purchase real property must disclose to any potential seller or buyer that the principal is selling or buying an option or assigning an interest in a contract and does not have legal title to the real property. A license holder acting on his or her own behalf or in a capacity described by Sec.535.144(a) who is selling an option or assigning an interest in a contract to purchase real property must disclose to any potential buyer that the license holder is selling an option or assigning an interest in a contract and that the license holder does not have legal title to the real property.”

This section of the Administrative Code echoes a theme found elsewhere in the TREC rules: a license holder should disclose, disclose, disclose.

Property Code Section 5.086 – Equitable Interest Disclosure

Mirroring the Occupations Code and Administrative Code, Section 5.086 of the Property Code provides: “Before entering into a contract, a person selling an option or assigning an interest in a contract to purchase real property must disclose to any potential buyer that the person is selling only an option or assigning an interest in a contract and that the person does not have legal title to the real property.”

Unlike the Occupations Code or the TAC, the Property Code is not focused on real estate license holders or the requirement of a broker’s license. The Property Code applies to everyone, licensed or not.

So even if one could argue that the Occupations Code and the Administrative Code do not apply because one is not a license holder, the Property Code makes it clear that a seller-assignor must still make the required disclosure. Looked at another way: wholesaling without the disclosure gets an investor in double trouble, both for a violation of the Property Code and for brokering real estate without a license. Note also that the license requirement of Occupations Code Section 1101.002.(A) refers to “dealing” in contracts (selling or buying), while Property Code Section 5.086 appears to only apply to persons selling a contract interest. So does an investor-buyer of a contract need to worry about whether or not the disclosure is present in the document assigning the contract? The prudent answer is yes.

Content of Required Disclosure

Our suggestion would be to include the following wording at or near the top of the instrument that assigns the earnest money contract:


A buyer of an earnest money contract should want the assignment instrument to be recorded in the real property records of the county where the property is located. Why? As insurance that the contract will not later be sold by an unscrupulous seller to someone else. So the equitable interest disclosure would probably best be inserted just beneath the notice of confidentiality rights that is required by Texas county clerks to be present on filed documents:


Assignability of the Contract

The contract in question should expressly state that it is assignable. This is a suggested way to list the buyer in paragraph 1 of the TREC contract: “ABC LLC and/or its assigns without Seller consent.” Of course, a careful lawyer would prefer a more comprehensive clause such as “It is expressly agreed that this contract may be assigned at any time by Buyer before closing without prior notice to or consent by Seller. The effect of any such assignment will be to immediately relieve any person signing as Buyer of any further obligations under the contract. Seller unconditionally agrees to accept the assignee as Buyer and timely close without objection according to the terms of this contract.” But the available line on the TREC 1-4 form is just too short for this, which is good reason to consider including a special provisions addendum.

The Assignment Instrument

It goes without saying that both the contract and the underlying real property should be precisely described in the assignment. A good practice is also to attach a copy of the contract as an exhibit to the assignment.

Assignment of an earnest money contract is often compared to selling a real estate note, since many of the same principles apply. The main difference is that earnest money contracts, unlike notes, are not negotiable instruments subject to the Uniform Commercial Code.

Characteristics shared by these two types of assignments are: (1) the necessity for thorough due diligence by the prospective assignee, which in the case of an assignment of contract requires not only an examination of the contract terms but also the underlying realty; (2) the general preference on the part of the assignor to make the transfer “as is” to the greatest extent possible; (3) the issue of representations and warranties and the extent to which they may be limited; (4) the period during representations and warranties will survive, if at all; and (5) the requirement that the assignor disclose any material issues, facts, or conditions (pending or threatened) that could reasonably influence the decision of the assignee to buy or not buy the interest being assigned. Failing to disclose known potential defects in the contract could be construed as fraud.

Representations and Warranties (“Reps and Warranties”) by Assignor

An assignment may include extensive reps and warranties, limited reps and warranties, or no reps and warranties at all—in which case the assignment is made “as is” and almost always without recourse. It should be obvious that issues like these need to be made clear in the instrument, but often they are left unarticulated or muddled (Internet junk forms are particularly deficient in this respect). A poorly-written assignment is an invitation to a lawsuit.

It is imprudent to skip providing for representations and warranties. If this subject is not expressly addressed in the assignment, either or both parties may assume that reps and warranties exist when they do not, or they may later assert that these were somehow implied in the course of dealing between the parties. Either outcome can easily lead to litigation. So it does not work to simply dodge the subject. Legal issues do not go away merely because they are not explicitly addressed.

Covenants and Agreements

A well-drafted assignment should include express agreements by the parties to undertake further action if needed. Clarity is important. Nothing in this area should be assumed or implied. An example would agreement by the assignor to promptly deliver the original contract and any related documentation that may be in the assignor’s possession. The assignee should agree to be bound by the contract and perform accordingly. Both parties should agree to take such other and further action, including the execution and delivery of additional documents, as may be reasonable or necessary to effectuate the assignment.

Recourse in the Event the Contract or Closing Fails

As is the case with notes, contracts can be assigned with or without recourse against the assignor. Recourse comes in three varieties: none, full, or limited. “No recourse” means what it says—if the contract does not close, then the assignee is stuck with a failed contract and is solely responsible for pursuing remedies against the other party to the contract. Full recourse means that the assignee gets to give the contract back if the transaction fails to close through no fault of the assignee. Limited recourse can mean different things, but it falls somewhere between no recourse and full recourse. The assignment should provide that the availability of recourse—whether none, full, or limited—is contained within a specific time period.

It is most often the case that contracts are assigned without recourse, meaning “as is.” If sale of an earnest money contract is to be entirely “as is,” an effective clause for this purpose is essential. Drafting should be carefully done, since the assignor will want not only to disclaim assurances regarding the transferred contract but also any reps or warranties concerning the condition and value of the underlying real property. The “as is” provision should also include a clause disclaiming oral statements by either party and declaring that the express written assignment constitutes the sole and final agreement of the parties.
Express Consent from the Owner of the Property

It is important—vital, in fact—for a contract assignee to be sure that the owner of the property consents to the assignment and will honor the assignee’s status as the new buyer of the property. If overlooked, the assignee may wind up facing a hostile seller at closing who refuses to accept the assignee as the legitimate buyer.

It should not be assumed that property sellers in typical fix-and-flip contracts are sophisticated in the real estate business and will automatically go along with the assignment, even if the contract expressly states that it is assignable by the buyer. After all, the assignee of a fix-and-flip contract does not want to be put in the position of being forced to sue the seller for specific performance—an expensive event that could easily destroy the profitability of the transaction. Accordingly, the assignment should include consent wording along the following lines: “I/We, the undersigned, am/are listed as the seller in the Contract which is the subject of this Sale and Assignment. I/We give my/our unconditional consent to the sale and assignment of the Contract to the above-named Assignee, and agree to in all respects henceforth recognize Assignee as the rightful buyer under the Contract to purchase the Property.”

The addition of Property Code Section 5.086 requiring an equitable interest disclosure is the beginning of a regulatory scheme for wholesaling. Abuses and mishaps in this area will make the news from time to time, so it is likely that future Texas legislatures will build on Section 5.086 and expand it, just as occurred in the case of executory contracts. The pressure for regulation may also increase as cases inevitably appear seeking to bring wholesaling within the reach of the Deceptive Trade Practices Act.


Information in this article is provided for general educational purposes only and is not offered as legal advice upon which anyone may rely. The law changes. Legal counsel relating to your individual needs and circumstances is advisable before taking any action that has legal consequences. Consult your tax advisor as well. This firm does not represent you unless and until it is retained and expressly retained in writing to do so.

Copyright © 2022 by David J. Willis. All rights reserved worldwide. David J. Willis is board certified in both residential and commercial real estate law by the Texas Board of Legal Specialization. More information is available at his website,

Meet Ja’von Moses | CEO

J.C.Moses Management LLC

JUL 27, 2023 | REPUBLISHED BY LIT: JUL 27, 2023

We had the good fortune of connecting with Ja’von Moses and we’ve shared our conversation below.

Hi Ja’von, what is the most important factor behind your success?

The most important factor would have to be Discipline and Consistency.Discipline and consistency go hand in hand.

It’s difficult to remain consistent in your actions if you lack discipline. Discipline will weaken over time if it is not maintained. Nothing will assist you in achieving your goals more than repeating the acts that lead to those objectives.

In real estate you are constantly calling homeowners and networking with buyers looking for properties.

In order to achieve multiple house closings and have multiple clients every month it requires hard work, calling homeowners everyday until one agree to a price & on the other hand you will need investor clients looking to buy these investment properties.

By doing this for years on end that is the reason for the success I have today.

Can you give our readers an introduction to your business? Maybe you can share a bit about what you do and what sets you apart from others?

J.C.Moses Management is an Investment firm specializing in delivering clients investment properties for there portfolios as well as helping homeowners who are looking to sell but do not want to deal with the standard real estate process.

We deliver offers to homeowners within days of speaking and we buy the houses from the homeowners within 30 days.

For our Investors we deliver cash flowing properties to increase their net worth or portfolio.

Also we also have fix and flip properties that our investors like to buy to make $20,000 or more in just a couple of months.

Let’s say your best friend was visiting the area and you wanted to show them the best time ever. Where would you take them? Give us a little itinerary – say it was a week long trip, where would you eat, drink, visit, hang out, etc.

It’s so many places and things to do in Houston I don’t even know where to start.

I’m not good with itineraries so I would just be doing things depending on what mood they were in at the time. Just know my friend would enjoy themselves.

Shoutout is all about shouting out others who you feel deserve additional recognition and exposure. Who would you like to shoutout?

One of the most important people to play a role and deserves all the credit is my mother Barbara.

She has always made sure I have the resources to accomplish anything I put my mind to. She always encouraged me to go as far as my mind will take me and no matter what

I destined for greatness.

I’m grateful the most for the unconditional love she provided to me.

Her handwork and dedication showed as she worked 30+ years at the city of Houston as a building inspector.

She is recognized with her own day in the city June 1 and that wouldn’t be possible without her mindset and work ethic that I carry with me everyday.

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Realtor Christa Burch is keeping busy in Harris County District Court spending her ill-gotten gains on legal counsel defending civil actions.

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Licensing: What Does Texas Law Say About Real Estate Wholesalers and Investors vs. Real Estate Brokers?
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