RESIDENTIAL PURCHASE AND SALE AGREEMENT
(California – 1-to-4 Unit Residential Property)
[// GUIDANCE: This template is intentionally comprehensive to cover most residential transactions in California. Practitioners should tailor, delete, or supplement provisions as appropriate for the specific deal, brokerage-form requirements, local custom, and client objectives.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale; Deposit; Purchase Price Allocation
- Contingency Periods
- Closing Mechanics; Prorations; Possession
- Statutory & Contractual Disclosures
- Representations and Warranties
- Covenants
- Conditions Precedent
- Default; Liquidated Damages; Specific Performance
- Risk Allocation (Indemnification; Liability Cap; Insurance)
- Casualty and Condemnation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title. Residential Purchase and Sale Agreement (the “Agreement”).
1.2 Parties.
(a) Seller: [LEGAL NAME OF SELLER(S)] (“Seller”).
(b) Buyer: [LEGAL NAME OF BUYER(S)] (“Buyer”).
1.3 Property Description. The real property commonly known as [STREET ADDRESS], situated in the County of [COUNTY], State of California, Assessor’s Parcel Number [APN], together with all appurtenant rights, improvements, fixtures, and assigned service contracts (collectively, the “Property”). A legal description is attached as Exhibit A.
1.4 Recitals.
A. Seller is the fee simple owner of the Property.
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms stated herein.
C. The parties therefore agree as follows.
1.5 Effective Date. The “Effective Date” is the date the last Party executes this Agreement.
[// GUIDANCE: Insert brokerage information here if required by local MLS rules.]
2. DEFINITIONS
For ease of reference, capitalized terms are defined alphabetically.
“Affiliate” – Any entity controlling, controlled by, or under common control with the referenced Party.
“Arbitration Election” – Written notice by either Party electing binding arbitration under Section 13.3.
“Business Day” – Any day other than Saturday, Sunday, or California-recognized legal holiday.
“Closing” – The consummation of the purchase and sale through recordation of the Grant Deed and distribution of funds.
“Closing Date” – The date on which Closing occurs, targeted for [TARGET DATE] or such other date mutually agreed in writing.
“Contingency Period” – The period(s) identified in Section 4 within which Buyer may approve or disapprove specified matters.
“Deposit” – The earnest money deposit described in Section 3.2, capping Buyer’s monetary liability.
“Escrow Holder” – [NAME OF LICENSED ESCROW COMPANY], or any successor designated by the Parties.
“Governmental Authority” – Any federal, state, or local governmental or quasi-governmental body having jurisdiction over the Property.
“Hazardous Materials” – Substances defined, listed, or regulated as “hazardous,” “toxic,” or “pollutant” under applicable Environmental Laws.
“Purchase Price” – The total consideration set forth in Section 3.1.
“Title Company” – [NAME OF TITLE COMPANY] issuing the Title Policy.
[// GUIDANCE: Add or delete definitions as necessary. Ensure all defined terms are used consistently.]
3. PURCHASE AND SALE; DEPOSIT; PURCHASE PRICE ALLOCATION
3.1 Purchase Price. Buyer shall pay Seller an aggregate purchase price of $[AMOUNT] (“Purchase Price”), subject to prorations and adjustments described herein.
3.2 Deposit.
(a) Within [3] Business Days after the Effective Date, Buyer shall deliver to Escrow Holder a deposit of $[AMOUNT] (“Deposit”) by wire transfer or cashier’s check.
(b) The Deposit shall be held in an interest-bearing account, credited to Buyer at Closing, and shall constitute liquidated damages if Buyer defaults as provided in Section 10.2.
(c) Upon written waiver of all Buyer Contingencies, the Deposit becomes non-refundable except as expressly stated herein.
3.3 Additional Funds. Buyer shall deposit the balance of the Purchase Price and Buyer’s Closing costs with Escrow Holder no later than 12:00 p.m. (Pacific) on the Business Day preceding the Closing Date.
3.4 Allocation. The Purchase Price shall be allocated as follows: land $[]; improvements $[]; personal property $[___]. The Parties agree to report the transaction consistently for tax purposes.
4. CONTINGENCY PERIODS
4.1 Standard Contingencies. Buyer shall have the following Contingency Periods, commencing on the Effective Date unless otherwise stated:
a. Physical Inspections – [17] Days
b. Title and Survey Review – [17] Days
c. Appraisal (if Financing) – [17] Days
d. Loan Approval – [21] Days
e. Sale of Buyer’s Existing Residence (if applicable) – [___] Days
4.2 Disapproval; Waiver. Buyer may disapprove any contingency item by written notice to Seller on or before expiration of the applicable Contingency Period. Failure to timely disapprove constitutes a waiver of that contingency.
4.3 Seller Right to Cancel. If Buyer fails to remove all contingencies in writing by the applicable deadlines, Seller may, by 3 Business Day notice, elect to (i) cancel this Agreement and retain the Deposit, or (ii) extend the Contingency Period(s).
4.4 Home Protection Plan. [OPTIONAL – Buyer may, within the Inspection Contingency, require Seller to purchase a one-year home protection plan not to exceed $[___] at Closing.]
[// GUIDANCE: These periods mirror common California practice but are negotiable.]
5. CLOSING MECHANICS; PRORATIONS; POSSESSION
5.1 Closing Date; Escrow. Closing shall occur on the Closing Date through the Escrow Holder in accordance with customary California escrow procedures.
5.2 Seller Deliveries. At or before Closing Seller shall deliver:
a. Grant Deed (California statutory form) conveying fee title subject only to permitted exceptions;
b. FIRPTA Certificate;
c. Bill of Sale for any personal property;
d. Tenant estoppel certificates (if applicable);
e. All keys, codes, and operating manuals.
5.3 Buyer Deliveries. Buyer shall deliver the Purchase Price balance and executed Closing documents required by Escrow Holder.
5.4 Title Policy. At Closing, Title Company shall issue an ALTA Standard (or, at Buyer’s cost, Extended) Owner’s Title Policy in the amount of the Purchase Price, insuring fee title subject only to permitted exceptions.
5.5 Prorations. Taxes, assessments, rents, utilities, HOA dues, and other periodic charges shall be prorated as of 11:59 p.m. (Pacific) on the day preceding the Closing Date.
5.6 Possession. Seller shall deliver vacant possession (subject to disclosed tenancies) to Buyer at 5:00 p.m. (Pacific) on the Closing Date.
6. STATUTORY & CONTRACTUAL DISCLOSURES
6.1 California Statutory Disclosures. Seller shall, within the earlier of seven (7) days after the Effective Date or statutory deadline, deliver:
a. Transfer Disclosure Statement, Cal. Civ. Code §§ 1102–1102.18 (“TDS”);
b. Natural Hazard Disclosure Statement, Cal. Civ. Code §§ 1103–1103.15 (“NHD”);
c. Lead-Based Paint Disclosure for pre-1978 properties (42 U.S.C. § 4852d);
d. Home Fire Hardening and Defensible Space Disclosure (if applicable);
e. Water Heater Bracing, Smoke Detector, and Carbon Monoxide Device compliance statements;
f. Megan’s Law Database Notice, Cal. Civ. Code § 2079.10a.
6.2 Supplemental Seller Disclosures. Seller shall promptly update any disclosure that becomes inaccurate.
6.3 Termination for Non-delivery. Buyer may terminate this Agreement within three (3) days after receipt of any late or amended disclosure and receive a refund of the Deposit.
[// GUIDANCE: Omit or add any required local or HOA disclosures.]
7. REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations (as of Effective Date and again at Closing):
a. Authority. Seller has full power to execute and perform this Agreement.
b. Title. Seller holds marketable fee title to the Property.
c. No Material Litigation. No pending claims materially affecting the Property.
d. Compliance. To Seller’s Knowledge, the Property complies with applicable Laws.
e. Hazardous Materials. Seller has not received written notice of any unremedied Hazardous Materials release.
f. Leases/Contracts. All Property leases or service contracts are listed on Schedule 1.
7.2 Buyer’s Representations:
a. Authority and Capacity. Buyer has authority and sufficient funds/financing to close.
b. No Conflict. Execution and performance will not violate any agreement to which Buyer is party.
7.3 Survival; Limitation. Seller’s representations survive Closing for [12] months, capped at an aggregate liability equal to the Deposit, except for fraud.
8. COVENANTS
8.1 Seller Covenants Prior to Closing. Seller shall:
a. Operate and maintain the Property in substantially the same condition;
b. Not enter into new leases or contracts that bind Buyer without Buyer’s consent;
c. Afford Buyer reasonable access for inspections with 24-hour notice.
8.2 Buyer Covenants. Buyer shall:
a. Conduct inspections in a workman-like, non-destructive manner;
b. Restore any physical alterations;
c. Indemnify Seller for third-party injury during Buyer’s inspections (limited to actual damages).
9. CONDITIONS PRECEDENT
9.1 Buyer Conditions. Buyer’s obligation to close is conditioned upon:
a. Receipt and approval of all disclosures per Section 6;
b. Satisfaction or waiver of Buyer’s Contingencies;
c. Title Company’s commitment to issue the Title Policy;
d. Seller’s performance of all obligations.
9.2 Seller Conditions. Seller’s obligation to close is conditioned upon:
a. Buyer’s deposit of all funds;
b. Buyer’s performance of all obligations;
c. Escrow Holder’s readiness to close.
10. DEFAULT; LIQUIDATED DAMAGES; SPECIFIC PERFORMANCE
10.1 Seller Default. If Seller materially defaults and fails to cure within 5 Business Days after notice, Buyer may either:
a. Seek specific performance (injunctive relief) of Seller’s obligations; or
b. Terminate this Agreement and receive an immediate refund of the Deposit plus reimbursement of Buyer’s out-of-pocket due-diligence costs not to exceed $[CAP].
10.2 Buyer Default – Liquidated Damages.
(a) If Buyer fails to perform and such failure is not cured within 3 Business Days after notice, Seller may terminate this Agreement.
(b) LIQUIDATED DAMAGES CLAUSE (Cal. Civ. Code § 1671). The Parties agree that, because actual damages would be impracticable to ascertain, the Deposit represents a reasonable estimate of Seller’s damages. The Deposit (plus interest) shall therefore constitute Seller’s sole and exclusive remedy at law or in equity for Buyer’s default, except for Buyer’s indemnity obligations.
(c) Acknowledgment. THE PARTIES INITIAL HERE TO INDICATE THEIR AGREEMENT TO THE LIQUIDATED DAMAGES PROVISION:
Seller: _ Buyer: _
10.3 Notice and Cure. No Party is in default until the non-defaulting Party delivers written notice specifying the breach and affords the defaulting Party the applicable cure period.
11. RISK ALLOCATION (INDEMNIFICATION; LIABILITY CAP; INSURANCE)
11.1 Limited Indemnification by Seller. Seller shall indemnify and hold Buyer harmless from third-party claims arising from (i) Seller’s breach of this Agreement, or (ii) pre-Closing violations of Law at the Property, capped at an amount equal to the Deposit. This indemnity survives Closing for 12 months.
11.2 Limited Indemnification by Buyer. Buyer shall indemnify Seller from claims arising from Buyer’s inspections or post-Closing ownership, excluding Seller’s negligence or breach.
11.3 Liability Cap. Except for fraud, willful misconduct, or obligations that expressly survive Closing without cap, each Party’s aggregate liability under this Agreement shall not exceed the Deposit.
11.4 Insurance.
a. Seller shall maintain existing property insurance through Closing.
b. Buyer shall obtain hazard insurance effective as of Closing.
11.5 Force Majeure. Performance is excused for events beyond a Party’s reasonable control (e.g., Acts of God, governmental orders) for the duration of such event, but not to exceed 30 days.
12. CASUALTY AND CONDEMNATION
12.1 Casualty. If material damage (> 5 % of Purchase Price) occurs before Closing, Buyer may (i) terminate and recover the Deposit, or (ii) proceed and receive the insurance proceeds plus a credit for any deductible.
12.2 Condemnation. If prior to Closing any eminent domain proceeding materially impairs the Property, Buyer may terminate and recover the Deposit or proceed and receive the condemnation award.
13. DISPUTE RESOLUTION
13.1 Good-Faith Negotiation. The Parties shall first attempt to resolve any dispute through good-faith negotiations.
13.2 Mediation. If unresolved within ten (10) days, either Party may demand mediation administered by [NAME OF MEDIATION SERVICE] in [COUNTY], California.
13.3 Optional Arbitration.
(a) If the Parties mutually elect by executing an Arbitration Election, any dispute not settled in mediation shall be resolved by binding arbitration under the then-current JAMS/Endispute Residential Rules before a single neutral arbitrator.
(b) The arbitrator may award specific performance and equitable relief consistent with Section 10.1.
(c) The costs of arbitration shall be borne as determined by the arbitrator.
[// GUIDANCE: Omit Section 13.3 entirely if arbitration is not elected. NO jury waiver is included, per user mandate.]
13.4 Forum Selection. Absent arbitration, the Superior Court of the State of California in the county where the Property is located shall have exclusive jurisdiction.
13.5 Attorney Fees. The prevailing Party in any dispute shall recover reasonable attorney fees and costs.
14. GENERAL PROVISIONS
14.1 Notices. All notices shall be in writing and delivered by (i) personal delivery; (ii) certified U.S. Mail, return receipt requested; (iii) nationally recognized overnight courier; or (iv) email with confirmation of receipt, to the addresses on the signature page.
14.2 Entire Agreement; Integration. This Agreement, including exhibits and schedules, constitutes the entire agreement of the Parties and supersedes all prior negotiations.
14.3 Amendments; Waivers. No amendment or waiver is effective unless in a writing signed by the Party against whom enforcement is sought.
14.4 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate that assumes all obligations herein. Any assignment in violation is void.
14.5 Successors and Assigns. Subject to Section 14.4, this Agreement binds and benefits the Parties and their respective successors and permitted assigns.
14.6 Severability. If any provision is held invalid, the remainder shall be enforced to the fullest extent permitted.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each deemed an original. Signatures transmitted electronically or by DocuSign constitute originals.
14.8 Time of the Essence. Time is of the essence in the performance of every obligation herein.
14.9 Interpretation. Headings are for convenience only; “including” means “including without limitation.”
15. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Residential Purchase and Sale Agreement as of the Effective Date.
SELLER:
[LEGAL NAME OF SELLER]
By: ____
Name: ____
Title: _____
Address: ___
Email: _______
BUYER:
[LEGAL NAME OF BUYER]
By: ____
Name: ____
Title: _____
Address: ___
Email: _______
ESCROW HOLDER ACKNOWLEDGMENT:
The undersigned Escrow Holder acknowledges receipt of a fully executed counterpart of this Agreement and the Deposit referenced in Section 3.2, and agrees to act in accordance with its terms.
Escrow Holder: ___
By: ______
Date: ____
(Notary blocks and jurats to be added as required.)
EXHIBIT A
(Legal Description of Property)
SCHEDULE 1
(Existing Leases and Service Contracts)
[// GUIDANCE: Attach additional disclosure forms and any local or HOA-specific documentation behind the Agreement for a complete closing package.]