Joette and Mike Trinh: Subject-To Deals, Creative Finance, and Building a Business on Integrity

Most conversations about creative finance are hosted by people selling a course. This one is hosted by a lawyer.

Joette Trinh is a Connecticut real estate attorney. Mike Trinh is a real estate investor. They are married, they work in overlapping industries, and they spend their days on opposite sides of the same transactions — she reviewing the paperwork, he structuring the deals. That combination makes for an unusually grounded conversation about subject-to financing, wholesaling, novation, and double closings. There is no hype here. There is a very clear-eyed explanation of what these strategies actually are, where they create real value, and where they quietly create liability for the person who didn’t read carefully.

If you are an agent who has been hearing “subject-to” at every investor meetup and nodding along without fully understanding it, this episode is the correction. And if you are an investor who has been doing these deals on templates you downloaded from a Facebook group, this is the conversation that should make you call your attorney.

What Is Subject-To Financing, Really?

Subject-to is one of those terms that sounds far more exotic than it is. In a subject-to deal, a buyer takes title to a property subject to the existing mortgage. The loan stays in the seller’s name. The payments continue to be made — now by the buyer — but the debt is not formally assumed, refinanced, or paid off at closing.

That’s the whole mechanic. Deed transfers. Loan doesn’t.

The appeal is obvious. If a seller has a 3% mortgage from 2021 and rates are sitting near 7%, that existing loan is worth real money. A buyer who can step into those payments acquires a below-market cost of capital that they could not obtain anywhere else. For the seller, subject-to can be a genuine exit — someone takes over payments on a house they can no longer afford, and they avoid the credit damage of a foreclosure or short sale.

The problem is the part most people skip: virtually every conventional mortgage contains a due-on-sale clause. When title transfers, the lender has the contractual right to call the entire loan balance due. Not “may fine you.” Not “will raise your rate.” Call the full balance.

Joette’s point as an attorney is not that subject-to is illegal. It isn’t. Transferring property while a mortgage remains in place is a permitted, documented, everyday transaction. Her point is that the risk is real, it is asymmetric, and it must be disclosed to the seller in writing before they sign anything. A seller who agrees to a subject-to deal without understanding that their name stays on the debt — and that a lender could accelerate the loan — has not given informed consent. That is where deals turn into lawsuits.

In practice, lenders have historically exercised the due-on-sale clause rarely, because a performing loan is a performing loan. But “rarely” is not “never,” and the rate environment changes the calculus. A servicer holding a 3% note has significantly more incentive to call it than a servicer holding a 7% note.

What Legal Protections Belong in Every Creative Finance Deal?

This is where having an attorney in the conversation pays for itself. The strategies are simple; the documentation is not.

Full written disclosure to the seller. The seller must understand, in plain language, that the loan stays in their name, that it will continue to report on their credit, that they remain legally liable if the buyer stops paying, and that the lender may accelerate. Verbal explanation is not protection. A signed acknowledgment is.

A servicing arrangement that isn’t just trust. If payments are being made by the buyer on the seller’s loan, use a third-party servicer. It creates a paper trail, it guarantees payments actually reach the lender, and it gives the seller visibility into a debt that is still legally theirs. Handshake arrangements between strangers on a multi-hundred-thousand-dollar obligation are how relationships and credit scores get destroyed simultaneously.

Insurance that will actually pay. A homeowner’s policy in the seller’s name on a property the seller no longer occupies is a claim waiting to be denied. The policy structure has to reflect who actually owns and occupies the property.

An exit plan with a deadline. The strongest subject-to agreements specify when the underlying loan will be refinanced or paid off. Open-ended arrangements leave a seller tied to a debt indefinitely with no path out, and that is exactly the fact pattern that ends up in front of a judge.

Title work and a real closing. Doing these deals on a kitchen table with a downloaded PDF is not a shortcut. It’s a liability.

Joette’s framing throughout is that the legal work isn’t the obstacle to the deal — it’s what makes the deal survivable. Investors who view attorneys as a cost center tend to learn the alternative expensively.

How Do Wholesaling, Novation, and Double Closings Actually Differ?

These three terms get used interchangeably by people who should know better. They are not the same thing, and the differences matter both legally and financially.

Wholesaling is assignment of a contract. The wholesaler goes under contract to buy a property, then assigns that purchase contract to an end buyer for a fee. The wholesaler never owns the property. What they are selling is their contractual right to buy it. This is legal in most states, but a growing number of jurisdictions now regulate it — requiring disclosure that the wholesaler is marketing a contract rather than a property, and in some states requiring a real estate license for certain activity. The compliance landscape has tightened considerably, and “it was fine three years ago” is not a defense.

Double closing means the investor actually buys the property and then sells it, usually the same day, in two separate transactions. The investor takes title, however briefly. This costs more — two sets of closing costs, transactional funding — but it keeps the spread private and sidesteps the assignment-disclosure question entirely. When the margin is large enough that showing it on an assignment would blow up the deal, a double close is often the cleaner path.

Novation is the strategy that deserves more attention than it gets. In a novation, the original contract is replaced by a new one with a new party, and the original party is released from the obligation. Applied to real estate, a novation agreement lets an investor renovate and market a seller’s property, then sell it to a retail buyer, with the investor’s compensation coming out of the improved sale price. The seller retains ownership through the process. The investor doesn’t need to buy the property to add value to it.

For a seller with an ugly house and no capital to fix it, novation can produce a meaningfully better outcome than a cash-offer wholesale — they capture more of the retail value instead of selling at a distressed discount. For the investor, it removes acquisition capital from the equation. It is also, from a paperwork standpoint, the most technical of the three. Novation agreements that are drafted sloppily create genuine ambiguity about who owns what and who is owed what.

What Should Realtors Understand About Investors?

One of the more useful threads in this episode is the gap between how agents and investors see the same transaction.

Agents are trained around retail. Best price, best terms, market comparables, emotional buyers. Investors are running an entirely different calculation: acquisition cost, rehab budget, holding costs, exit value, and — critically — speed and certainty of close. An investor offering meaningfully below asking is not insulting the seller. They are pricing risk and repair costs that a retail buyer would either refuse to take on or would finance with a lender who won’t lend on the property in its current condition.

For agents, this creates opportunity rather than conflict. Investors close fast, they close on properties that won’t pass a conventional appraisal, they don’t ask for repairs, and they buy repeatedly. An agent who understands creative structures can bring a solution to a seller whose situation doesn’t fit a standard listing — behind on payments, inherited property, out-of-state, condition problems, timeline pressure. That agent becomes genuinely more valuable than one who only knows how to run comps.

The caution attached to that opportunity: agents who participate in creative deals need to understand their disclosure obligations to their own clients and their brokerage. Fiduciary duty doesn’t get suspended because the deal is structured unusually.

How Do You Build a Business and a Marriage in the Same Industry?

The back half of the episode moves away from deal structure and into the harder problem: two people, overlapping careers, three kids’ worth of logistics, and a business that will consume every hour you give it.

Joette and Mike are candid that working together requires deliberate role separation. She is the attorney. He is the investor. Blurring those lines — treating every dinner as a deal review, treating every deal review as a marital negotiation — makes both roles worse. Clarity about who decides what removes an enormous amount of friction.

They also talk honestly about how difficult date night is to actually protect. Not aspirationally difficult. Practically difficult. Something urgent will always exist. The deal will always be closing. The only version that works is the one that gets scheduled and defended like a client appointment, because an intention without a calendar entry is just a wish.

Individual routines and self-care come up as well, and the framing is worth noting: these are not indulgences layered on top of a demanding business. They are what makes a demanding business sustainable. The exercise, the reading, the time alone — those are the maintenance that keeps the operator functional. Skip the maintenance long enough and the business inherits the burnout.

The thread that runs through all of it is integrity. In creative finance, where the structures are unfamiliar and the counterparties are often under financial pressure, reputation is the only durable asset. Do a deal that technically works but leaves a seller worse off than they understood they’d be, and you have converted a one-time fee into a permanent liability. Joette and Mike’s business is built on the opposite premise: explain everything, document everything, and be willing to walk away from deals that only work if the other side doesn’t fully understand them.

Recommended Reading From This Episode

• How to Win Friends and Influence People — Dale Carnegie
• The Richest Man in Babylon — George S. Clason
• The 7 Habits of Highly Effective People — Stephen R. Covey
• Never Split the Difference — Chris Voss

About Joette and Mike Trinh

Joette Trinh is a real estate attorney and founder of Trinh Law in West Hartford, Connecticut, where her practice covers residential and commercial real estate, seller financing, estate planning, and small business law. Before law school she spent years working for a private real estate investment firm, which is where her understanding of investor strategy began.

Mike Trinh is a real estate investor and operator of Common Good Home Buyers, working with sellers across Connecticut on creative and off-market transactions.

Connect with Joette and Mike:

• Trinh Law
• Trinh Law on LinkedIn
• Trinh Law on Facebook
• Trinh Law on Instagram
• Common Good Home Buyers on Instagram

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This information is not intended to be legal, medical, or financial advice. Please consult licensed professionals and do your own research.