RESIDENTIAL REAL PROPERTY PURCHASE AND SALE AGREEMENT
(District of Columbia)
[// GUIDANCE: This template is drafted for fee-simple transfers of existing residential property (1–4 units) located in the District of Columbia. It incorporates the DC Residential Real Property Seller Disclosure Act, customary DC closing practices, and the metadata instructions supplied. All bracketed items must be completed or modified for each transaction. Consult local counsel before use.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale; Earnest Money
- Contingency Periods
- Seller Disclosures; Condition of Property
- Closing and Transfer of Title
- Representations and Warranties
- Covenants
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits and Schedules
1. DOCUMENT HEADER
1.1 Agreement. This Residential Real Property Purchase and Sale Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [SELLER LEGAL NAME], a [ENTITY TYPE] (“Seller”); and
(b) [BUYER LEGAL NAME], a [ENTITY TYPE] (“Buyer”).
1.2 Property. Seller agrees to sell and Buyer agrees to purchase, on the terms set forth herein, the real property commonly known as [STREET ADDRESS, CITY, DC ZIP], together with all improvements thereon and all rights appurtenant thereto (collectively, the “Property”), as legally described in Exhibit A.
1.3 Consideration. Buyer shall pay to Seller the Purchase Price (Section 3.1) subject to the contingencies, adjustments, and prorations herein.
1.4 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia (without regard to conflict-of-laws principles). Any action arising out of or related to this Agreement shall be brought exclusively in the Superior Court of the District of Columbia or, if jurisdictionally proper, the United States District Court for the District of Columbia.
2. DEFINITIONS
For ease of reference, the following terms are defined in alphabetical order. Capitalized terms not defined in this Section have the meanings assigned elsewhere in the Agreement.
“Appraisal Contingency” – Section 4.3.
“Closing” – Section 6.1.
“Closing Date” – Section 6.1.
“DC Disclosure Act” – District of Columbia Residential Real Property Seller Disclosure Act, as amended.
“Deposit Holder” – Section 3.2.
“Earnest Money” – Section 3.2.
“Financing Contingency” – Section 4.2.
“Inspection Contingency” – Section 4.1.
“Purchase Price” – Section 3.1.
“Title Company” – Section 6.2.
[// GUIDANCE: Add or delete definitions as transaction requires. Ensure cross-references remain accurate.]
3. PURCHASE AND SALE; EARNEST MONEY
3.1 Purchase Price. The purchase price for the Property is [WRITTEN AMOUNT] U.S. Dollars ($[NUMERICAL]) (the “Purchase Price”), payable as follows:
(a) Earnest Money (credited at Closing) ……………………………………… $[ ]
(b) Cash at Closing (subject to adjustments) ……………………………….. $[ ]
3.2 Earnest Money.
(a) Within [THREE (3)] Business Days after the Effective Date, Buyer shall deposit with [TITLE/ESCROW COMPANY] (the “Deposit Holder”) the sum of $[EARNEST MONEY] (the “Earnest Money”) by wire transfer or certified funds.
(b) The Earnest Money shall be held in a non-interest-bearing escrow account and applied, disbursed, or refunded strictly in accordance with this Agreement.
(c) The Earnest Money constitutes liquidated damages as further described in Section 9.3 and also serves as the aggregate liability cap under Section 10.3.
4. CONTINGENCY PERIODS
4.1 Inspection Contingency. Buyer shall have [SEVEN (7)] calendar days after the Effective Date (the “Inspection Period”) to conduct, at Buyer’s sole cost, any inspections of the Property deemed necessary, including general home, pest, radon, and environmental inspections. Buyer may terminate this Agreement prior to the expiration of the Inspection Period by written notice to Seller, in which case the Earnest Money shall be returned to Buyer and neither party shall have further obligation except as expressly stated to survive.
4.2 Financing Contingency. Buyer’s obligation to close is conditioned upon Buyer obtaining, on or before [TWENTY-ONE (21)] calendar days after the Effective Date, a written loan commitment from a federally insured lending institution for a conventional mortgage loan in the principal amount of not less than [ ]% of the Purchase Price at prevailing market terms (the “Financing Contingency”).
4.3 Appraisal Contingency. If the Property fails to appraise for at least the Purchase Price, Buyer may, within [FIVE (5)] days of receipt of the appraisal, (i) terminate this Agreement, or (ii) waive this contingency and proceed to Closing.
4.4 Title Review Period. Within [FIVE (5)] business days after receipt of the title commitment, Buyer may object in writing to any title defect. Seller shall have [TEN (10)] business days to cure. If Seller fails to cure, Buyer may terminate or waive.
4.5 Lead-Based Paint. For dwellings built prior to 1978, Buyer shall receive and acknowledge the federally required lead-based paint disclosure and pamphlet. Buyer shall have a ten-day inspection window or may waive such inspection in writing.
5. SELLER DISCLOSURES; CONDITION OF PROPERTY
5.1 DC Disclosure Act Statement. On or before the Effective Date, Seller shall deliver to Buyer a completed and executed Seller’s Disclosure Statement in the form required under the DC Disclosure Act (the “Disclosure Statement”).
5.2 Lead Disclosure. Seller shall provide Buyer with a District of Columbia Lead Disclosure Form pursuant to DC regulations and 42 U.S.C. § 4852d.
5.3 Radon Disclosure. If applicable, Seller shall furnish the DC-required Radon Disclosure Notice and any available radon testing results.
5.4 Condition of Property. Except as expressly set forth in this Agreement or in the Disclosure Statement, the Property is conveyed “AS-IS,” “WHERE-IS,” and “WITH ALL FAULTS,” and Seller makes no warranty, express or implied, regarding the condition of the Property.
6. CLOSING AND TRANSFER OF TITLE
6.1 Closing. The consummation of the purchase and sale transaction (the “Closing”) shall occur on [CLOSING DATE], or such other date as the parties may mutually agree in writing (the “Closing Date”), at the offices of the Title Company or via remote/electronic closing procedures permitted by DC law.
6.2 Title Company. [TITLE COMPANY NAME] (the “Title Company”) shall (i) act as settlement agent, (ii) issue the owner’s policy of title insurance (ALTA standard form) in the amount of the Purchase Price in favor of Buyer, and (iii) perform all escrow and recording functions.
6.3 Deed; Conveyance. At Closing, Seller shall convey marketable fee-simple title to the Property by Special Warranty Deed, free of all liens and encumbrances other than Permitted Exceptions (as defined in the title commitment).
6.4 Prorations and Adjustments. Real property taxes, DC transfer and recordation taxes, condominium/HOA dues (if any), water and sewer charges, and any rents shall be prorated as of 11:59 p.m. on the day preceding Closing, using the most recent available tax bill or other reasonable basis.
6.5 Closing Costs. Unless otherwise agreed:
(a) Seller pays: DC transfer tax, deed preparation fee, and one-half of the settlement fee.
(b) Buyer pays: DC recordation tax, lender’s title insurance premium, and one-half of the settlement fee.
6.6 Possession. Possession shall transfer to Buyer at Closing, subject only to tenants listed in Exhibit B (if any).
7. REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing:
(a) Authority. Seller has full power and authority to enter into and perform this Agreement.
(b) Title. Seller is the sole owner of the Property and will convey good and marketable title subject only to Permitted Exceptions.
(c) Compliance. To Seller’s Knowledge, the Property is not in material violation of applicable laws, codes, or ordinances.
(d) Litigation. There is no pending or threatened litigation or governmental proceeding affecting Seller’s title to the Property.
(e) Foreign Person. Seller is not a “foreign person” within the meaning of IRC § 1445.
(f) Lead-Based Paint. Seller has complied with all lead disclosure requirements.
7.2 Buyer’s Representations. Buyer represents and warrants to Seller:
(a) Authority. Buyer has full power and authority to enter into and perform this Agreement.
(b) Funds. Buyer has or will have at Closing sufficient funds to pay the Purchase Price and all Closing costs not financed.
7.3 Survival. The representations in Sections 7.1 and 7.2 shall survive Closing for a period of [SIX (6)] months (the “Survival Period”) and shall terminate thereafter, except for representations in Section 7.1(e) which shall survive indefinitely.
8. COVENANTS
8.1 Seller’s Pre-Closing Covenants. Seller shall:
(a) Maintain the Property in substantially the same condition as on the Effective Date, reasonable wear and tear excepted;
(b) Keep all existing insurance in force until Closing;
(c) Provide reasonable access for Buyer’s inspections and appraisal;
(d) Not transfer, encumber, or lease the Property without Buyer’s prior written consent.
8.2 Buyer’s Pre-Closing Covenants. Buyer shall:
(a) Pursue Financing diligently and in good faith;
(b) Deliver any additional Earnest Money agreed by the parties;
(c) Not assign Buyer’s rights without Seller’s prior written consent, except to an entity controlling, controlled by, or under common control with Buyer.
8.3 Post-Closing Covenants. Each party shall execute and deliver any additional documents reasonably required to consummate the transaction and record title.
9. DEFAULT; REMEDIES
9.1 Buyer Default. If Buyer fails to perform any material obligation and such failure remains uncured for three (3) business days after written notice, Seller may terminate this Agreement and retain the Earnest Money as liquidated damages. THE PARTIES RECOGNIZE THAT SELLER’S ACTUAL DAMAGES WOULD BE DIFFICULT TO ASCERTAIN AND THAT THE EARNEST MONEY CONSTITUTES A REASONABLE PRE-ESTIMATE THEREOF.
9.2 Seller Default. If Seller materially breaches and fails to cure within three (3) business days after written notice, Buyer may either (i) terminate this Agreement and receive a return of the Earnest Money plus Buyer’s verifiable out-of-pocket expenses not to exceed $[CAP], or (ii) seek the equitable remedy of specific performance (Section 11.4).
9.3 Exclusive Remedies. The remedies provided in Sections 9.1 and 9.2 are exclusive except for those that expressly survive Closing or arise from willful misconduct or fraud.
10. RISK ALLOCATION
10.1 Indemnification (Limited). Subject to Section 10.3, each party (an “Indemnifying Party”) shall indemnify and hold harmless the other party, its affiliates, and representatives from and against any direct losses, claims, or liabilities arising out of (a) a breach of the Indemnifying Party’s representations, warranties, or covenants, or (b) the Indemnifying Party’s fraud or intentional misconduct.
10.2 Insurance. Until Closing, Seller shall maintain hazard insurance on the improvements in commercially reasonable amounts.
10.3 Liability Cap. EXCEPT FOR (i) CLAIMS ARISING FROM FRAUD OR WILLFUL MISCONDUCT, OR (ii) THE OBLIGATION TO TRANSFER TITLE AND PAY THE PURCHASE PRICE, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE EARNEST MONEY.
10.4 Casualty Loss. If prior to Closing the Property is materially damaged or destroyed, Buyer may (a) terminate this Agreement and receive a refund of the Earnest Money, or (b) elect to proceed to Closing and receive any insurance proceeds, less any deductible.
10.5 Condemnation. In the event of any material eminent domain taking prior to Closing, Buyer may terminate this Agreement and receive a refund of the Earnest Money.
10.6 Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control, including acts of God, governmental actions, or natural disasters; provided, however, that the affected party promptly notifies the other and resumes performance as soon as practicable. Closing shall be extended day-for-day for up to fifteen (15) days; thereafter, either party may terminate without liability other than return of the Earnest Money.
11. DISPUTE RESOLUTION
11.1 Good-Faith Negotiation. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation for at least five (5) business days before initiating litigation or arbitration.
11.2 Optional Arbitration. By mutual written agreement executed after a dispute arises, the parties may submit the dispute to binding arbitration administered by [ARBITRATION ORGANIZATION] under its residential real estate rules, with the prevailing party entitled to recover reasonable attorneys’ fees and costs.
11.3 Litigation Forum. Absent such agreement, disputes shall be resolved exclusively in the courts identified in Section 1.4.
11.4 Injunctive Relief / Specific Performance. Because each parcel of real property is unique, the parties acknowledge that monetary damages may be insufficient for Seller’s default, and Buyer shall be entitled to seek specific performance or other equitable relief without posting bond.
11.5 Jury Trial Waiver. Intentionally omitted pursuant to metadata instruction.
12. GENERAL PROVISIONS
12.1 Notices. All notices shall be in writing and delivered by (i) hand, (ii) nationally recognized overnight courier, (iii) certified U.S. Mail (return receipt requested), or (iv) email with receipt confirmation, to the addresses set forth below each party’s signature. Notices are effective upon receipt or refusal.
12.2 Amendment and Waiver. No amendment or waiver is binding unless in writing and signed by the party against whom enforcement is sought. A waiver on one occasion is not a waiver on any subsequent occasion.
12.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except as provided in Section 8.2(c). Any attempted assignment in violation hereof is void.
12.4 Successors and Assigns. Subject to Section 12.3, this Agreement binds and benefits the parties and their respective successors and permitted assigns.
12.5 Integration. This Agreement (including all Exhibits and Schedules) constitutes the entire agreement between the parties concerning the Property and supersedes all prior agreements and understandings, oral or written.
12.6 Severability. If any provision is held invalid or unenforceable, the remainder shall be construed to effect the parties’ intent as nearly as possible and remain in full force.
12.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. The parties agree that signatures delivered by electronic means (e.g., PDF, DocuSign®) are binding and effective.
12.8 Time of the Essence. Time is of the essence with respect to all dates and deadlines herein.
12.9 Interpretation. Headings are for reference only and do not affect interpretation. The parties have jointly negotiated and drafted this Agreement; no presumption shall arise against either party by virtue of authorship.
13. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: ____
Name: ____
Title (if entity): __
Date: ________
BUYER:
[BUYER LEGAL NAME]
By: ____
Name: ____
Title (if entity): __
Date: ________
NOTARY ACKNOWLEDGMENT (Seller)
District of Columbia, ss:
On this ___ day of _, 20_, before me, a Notary Public in and for said jurisdiction, personally appeared ___, known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to the foregoing instrument and acknowledged that he/she/they executed the same for the purposes therein contained.
Notary Public: ___ My Commission Expires: ____
[// GUIDANCE: Duplicate acknowledgment for Buyer if required by the Title Company.]
14. EXHIBITS AND SCHEDULES
Exhibit A – Legal Description of the Property
Exhibit B – List of Tenancies (if any)
Exhibit C – Seller’s Disclosure Statement (DC Disclosure Act)
Exhibit D – Lead-Based Paint Disclosure
Exhibit E – Radon Disclosure (if applicable)
Schedule 1 – Proration Worksheet (Closing Statement)
[// GUIDANCE: Attach completed statutory disclosure forms. Ensure the legal description in Exhibit A matches most recent deed or title report. Update proration schedule per latest tax and utility data.]
END OF DOCUMENT