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L'ÎLE-DORVAL · EB-5 FIELD GUIDE

The website and the offering memorandum say different things — which one matters?

Sources checked:

THE DIRECT ANSWER

Keep both versions and identify the exact conflicting claim. Offering documents, public statements and correspondence may all be relevant, although a marketing label does not establish statutory infrastructure eligibility. Ask counsel to assess the legal effect of the discrepancy and request a written explanation before relying on either version. Ask who authored each version and who is accountable for it. A website is issued by a marketing function that signs nothing; a subscription agreement is signed by parties who can be held to it. Where the two conflict, the question for counsel is not only which is accurate, but which one anybody is bound by.

Reading the gap between marketing and the deal

Compare the project description, claimed qualifying basis and repayment representations across the memorandum, subscription agreement, escrow terms and dated marketing materials. Do not assume an oral promise is either enforceable or legally irrelevant without reviewing the facts. A valid contractual right still does not guarantee the counterparty can pay, and immigration approval does not insure capital recovery.

Hypothetical example: an investor reviewing a waterfront facility development finds the brochure describing a public works partnership while the memorandum describes an ordinary commercial build. Independent counsel asks the sponsor to state the claimed basis in writing. The reply repeats the brochure language without citing any classification record, and the investor declines to subscribe rather than commit funds on a basis nobody will put their name to.