PURCHASE AND SALE AGREEMENT (RESIDENTIAL)
State of Florida
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale of Property
- Purchase Price; Earnest Money; Adjustments
- Title and Survey
- Due Diligence; Inspection Period
- Financing & Appraisal Contingencies
- Seller Disclosures
- Representations & Warranties
- Covenants
- Closing Procedures
- Default & Remedies
- Risk Allocation
- Casualty, Condemnation & Force Majeure
- Dispute Resolution
- Notices
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [SELLER NAME], (“Seller”), and [BUYER NAME], (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals
A. Seller is the fee-simple owner of the real property located at [PROPERTY ADDRESS, LEGAL DESCRIPTION] together with all improvements, fixtures, appurtenances, and assigned permits thereon (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth herein.
C. The Parties intend this Agreement to be a binding, court-enforceable contract governed by the laws of the State of Florida.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. DEFINITIONS
The following capitalized terms shall have the meanings set forth below. Defined terms may be used in the singular or plural as the context requires.
“Additional Deposit” – as defined in Section 4.2.
“Appraisal Contingency Period” – as defined in Section 7.2.
“Business Day” – any day other than Saturday, Sunday, or a Florida state or U.S. federal holiday.
“Closing” – the consummation of the purchase and sale of the Property pursuant to Section 11.
“Closing Date” – [CLOSING DATE], or such earlier or later date as the Parties may mutually agree in writing.
“Deposit” – collectively, the Earnest Money and any Additional Deposit.
“Earnest Money” – the deposit described in Section 4.1.
“Effective Date” – as set forth in the preamble.
“Financing Contingency Period” – as defined in Section 7.1.
“Inspection Period” – as defined in Section 6.1.
“Limited Indemnified Claims” – as defined in Section 13.1.
“Material Adverse Condition” – any condition that, individually or in the aggregate, would reasonably be expected to cost more than [MATERIALITY THRESHOLD] to remediate.
“Property” – as defined in Recital A.
“Title Company” – [TITLE COMPANY NAME], or such other title company mutually acceptable to both Parties.
[// GUIDANCE: Add or remove definitions to align with deal-specific terms.]
3. PURCHASE AND SALE OF PROPERTY
3.1 Agreement to Convey. Seller agrees to sell, and Buyer agrees to purchase, the Property for the Purchase Price and on the terms set forth herein.
3.2 Personal Property. Included in the sale, at no additional cost, are all fixtures, built-in appliances, and other items required to be conveyed under Fla. law, together with any additional personal property listed on Schedule 1.
4. PURCHASE PRICE; EARNEST MONEY; ADJUSTMENTS
4.1 Purchase Price. The total purchase price (the “Purchase Price”) is $[PURCHASE PRICE], payable as follows:
(a) Earnest Money: $[EARNEST MONEY AMOUNT] deposited with the Title Company within three (3) Business Days after the Effective Date;
(b) Additional Deposit: $[ADDITIONAL DEPOSIT] (if any) deposited on or before the expiration of the Inspection Period; and
(c) Balance: The remaining Purchase Price, subject to prorations and closing adjustments, paid at Closing by wire transfer of immediately available funds.
4.2 Earnest Money; Interest. The Title Company shall place the Earnest Money in an interest-bearing escrow account. Interest earned shall follow the Earnest Money.
4.3 Prorations & Closing Adjustments. Real property taxes, condominium/HOA assessments, rents (if any), and utilities shall be prorated as of 11:59 p.m. on the day preceding the Closing Date, based on the most recent available tax bill or assessment.
4.4 Liability Cap. EXCEPT AS OTHERWISE PROVIDED FOR FRAUD OR WILLFUL MISCONDUCT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE EARNEST MONEY.
5. TITLE AND SURVEY
5.1 Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a current title insurance commitment (the “Commitment”) together with legible copies of all title exceptions.
5.2 Buyer’s Title Objections. Buyer shall have until the earlier of (a) ten (10) Business Days after receipt of the Commitment and (b) the expiration of the Inspection Period to deliver written notice of defects. Seller shall have five (5) Business Days thereafter to elect in writing whether to cure such defects on or before Closing.
5.3 Survey. Buyer may, at Buyer’s expense, obtain a current boundary survey. Any survey objections shall be handled in accordance with Section 5.2.
6. DUE DILIGENCE; INSPECTION PERIOD
6.1 Inspection Period. Buyer shall have [INSPECTION PERIOD — e.g., 15 DAYS] following the Effective Date (the “Inspection Period”) to conduct inspections, investigations, and studies of the Property, including but not limited to structural, pest, environmental, permitting, and zoning matters.
6.2 Right of Entry; Indemnity. Buyer and its agents may access the Property at reasonable times upon 24-hour notice to Seller. Buyer shall restore any physical disturbance and indemnify Seller against third-party claims arising from Buyer’s entry.
6.3 Termination During Inspection Period. Buyer may terminate this Agreement for any reason or no reason by written notice delivered on or before the last day of the Inspection Period, whereupon the Earnest Money shall be returned to Buyer and the Parties shall have no further obligations except those that expressly survive termination.
7. FINANCING & APPRAISAL CONTINGENCIES
7.1 Financing Contingency. This Agreement is conditioned on Buyer obtaining a written mortgage loan commitment in the principal amount of at least [LOAN AMOUNT OR PERCENTAGE] by no later than [FINANCING CONTINGENCY PERIOD — e.g., 30 DAYS] after the Effective Date (the “Financing Contingency Period”). If Buyer fails to obtain such commitment and notifies Seller within the Financing Contingency Period, Buyer may elect to (a) terminate this Agreement and receive a return of the Earnest Money, or (b) waive this contingency.
7.2 Appraisal Contingency. Buyer’s obligation is contingent on the appraised value equaling or exceeding the Purchase Price within [APPRAISAL CONTINGENCY PERIOD — e.g., 30 DAYS] after the Effective Date.
8. SELLER DISCLOSURES
8.1 Radon Gas Disclosure. “Radon gas is a naturally occurring radioactive gas that, when accumulated in sufficient quantities, may present health risks to persons.” Fla. Stat. § 404.056(5).
8.2 Property Tax Disclosure. “BUYER SHOULD NOT RELY ON THE SELLER’S CURRENT PROPERTY TAXES...” Fla. Stat. § 689.261.
8.3 Homeowners’ Association Disclosure. If applicable, Seller shall deliver to Buyer the disclosure outlined in Fla. Stat. § 720.401.
8.4 Lead-Based Paint Disclosure. For properties built prior to 1978, Seller shall deliver the federally-required lead-based paint disclosure and EPA pamphlet.
8.5 Seller’s Property Disclosure Statement. Seller shall complete and deliver, within three (3) Business Days after the Effective Date, the Florida Association of Realtors™ standard Property Disclosure Form or equivalent.
[// GUIDANCE: Add pool barrier, flood zone, or other local disclosures as needed.]
9. REPRESENTATIONS & WARRANTIES
9.1 Seller’s Representations. Seller represents and warrants to Buyer that:
(a) Authority. Seller has full right, power, and authority to enter into and perform this Agreement.
(b) Title. Seller holds good and marketable fee-simple title to the Property.
(c) No Condemnation. Seller has received no written notice of any pending eminent domain or condemnation proceedings.
(d) Compliance. To Seller’s Knowledge, the Property complies with all applicable laws.
(e) Disclosure Accuracy. All information delivered by Seller is, to Seller’s Knowledge, true, correct, and complete in all material respects.
9.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
(a) Authority and Funds. Buyer has the authority and sufficient funds to consummate the transaction.
(b) No Breach. Buyer’s execution and performance do not conflict with any contract or law binding on Buyer.
9.3 Survival. Seller’s and Buyer’s representations and warranties shall survive Closing for a period of [SURVIVAL PERIOD — e.g., 12 MONTHS].
10. COVENANTS
10.1 Seller’s Pre-Closing Covenants. Seller shall:
(a) Maintain the Property in its current condition, reasonable wear excepted;
(b) Not create or permit any encumbrance that will not be removed at Closing;
(c) Provide Buyer prompt notice of any material adverse change.
10.2 Buyer’s Covenants. Buyer shall:
(a) Maintain all due diligence materials in confidence;
(b) Timely deliver all deposits and Closing funds;
(c) Not record this Agreement or any memorandum thereof.
10.3 Notice and Cure. A Party alleging breach of covenant must provide written notice and a [CURE PERIOD — e.g., 5 BUSINESS DAYS] opportunity to cure before exercising remedies.
11. CLOSING PROCEDURES
11.1 Closing Logistics. Closing shall occur on the Closing Date at the offices of the Title Company or via remote online notarization/e-recording acceptable to the Parties.
11.2 Seller’s Closing Deliverables.
(a) General Warranty Deed in recordable form;
(b) FIRPTA affidavit;
(c) Bill of Sale for personal property;
(d) Owner’s Affidavit and Gap Indemnity;
(e) Keys, codes, and manuals.
11.3 Buyer’s Closing Deliverables.
(a) Balance of Purchase Price;
(b) Mortgage documents (if applicable);
(c) Executed settlement statements.
11.4 Closing Costs.
(a) Seller shall pay: deed documentary stamp tax, title search, owner’s title policy premium, and cure costs.
(b) Buyer shall pay: recording fees, lender’s title policy, survey costs, and loan-related charges.
(c) All other costs shall be allocated in accordance with local custom or as otherwise agreed in writing.
11.5 Post-Closing Recording. The Title Company shall promptly record the deed and any mortgage, and shall disburse funds per the settlement statement.
12. DEFAULT & REMEDIES
12.1 Buyer Default. If Buyer defaults prior to Closing and fails to cure within the cure period, Seller’s sole and exclusive remedy shall be to receive the Earnest Money as liquidated damages, whereupon the Parties shall be relieved of further obligations except as expressly survive.
12.2 Seller Default. If Seller defaults and fails to cure within the cure period, Buyer may elect either:
(a) Terminate this Agreement and receive a refund of the Earnest Money plus reimbursement of documented third-party out-of-pocket expenses not to exceed $[CAP]; or
(b) Seek specific performance of this Agreement. The Parties acknowledge that the Property is unique and that monetary damages may be inadequate.
12.3 Attorney Fees. The prevailing Party in any action arising from this Agreement shall be entitled to recover its reasonable attorney fees and costs.
13. RISK ALLOCATION
13.1 Limited Indemnification. Each Party (an “Indemnitor”) shall indemnify, defend, and hold harmless the other Party and its affiliates (each, an “Indemnitee”) from and against third-party claims (“Limited Indemnified Claims”) to the extent arising out of the Indemnitor’s breach of this Agreement or gross negligence occurring prior to Closing (for Seller) or after Closing (for Buyer). IN NO EVENT SHALL THE INDEMNITOR’S LIABILITY UNDER THIS SECTION EXCEED THE AMOUNT OF THE EARNEST MONEY.
13.2 No Consequential Damages. EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
13.3 Insurance. Until Closing, Seller shall maintain existing casualty insurance and promptly notify Buyer of any coverage changes.
13.4 Force Majeure. A Party shall not be liable for failure to perform caused by events beyond its reasonable control, including hurricanes, floods, governmental delays, or pandemics, provided notice is given within five (5) Business Days of the event.
14. CASUALTY, CONDEMNATION & FORCE MAJEURE
14.1 Casualty. If material damage occurs prior to Closing, Buyer may (a) terminate this Agreement and recover the Earnest Money, or (b) proceed to Closing and receive any insurance proceeds.
14.2 Condemnation. If any part of the Property is subject to a pending or threatened taking, Buyer may terminate and receive the Earnest Money or, at Closing, receive an assignment of all condemnation awards.
15. DISPUTE RESOLUTION
15.1 Governing Law. This Agreement and any disputes hereunder shall be governed by the laws of the State of Florida, without regard to conflict-of-law principles.
15.2 Forum Selection. Any action shall be brought exclusively in the state courts of the county where the Property is located.
15.3 Optional Arbitration. By mutual written election after a dispute arises, the Parties may submit the matter to binding arbitration administered by the American Arbitration Association under its Real Estate Industry Arbitration Rules.
15.4 Jury Trial. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT CONTAIN A JURY-TRIAL WAIVER.
15.5 Equitable Relief. Nothing herein shall limit either Party’s right to seek injunctive relief or specific performance.
16. NOTICES
16.1 Method. All notices shall be in writing and deemed given (a) when delivered in person, (b) upon receipt if sent by nationally recognized overnight courier, or (c) upon confirmation of transmission if sent by email, provided a hard copy is also sent by the foregoing methods.
16.2 Addresses. Notices shall be sent to the Parties at the addresses set forth below (or such other address as may be designated by notice):
Seller: [SELLER ADDRESS / EMAIL]
Buyer: [BUYER ADDRESS / EMAIL]
17. GENERAL PROVISIONS
17.1 Entire Agreement. This Agreement (including all schedules and exhibits) constitutes the entire agreement between the Parties and supersedes all prior understandings.
17.2 Amendments. No amendment is effective unless in writing and signed by both Parties.
17.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlled by or under common control with Buyer.
17.4 Severability. If any provision is held invalid, the remaining provisions shall remain in full force.
17.5 Counterparts; E-Signatures. This Agreement may be executed in counterparts, each deemed an original. Electronic signatures shall be deemed originals for all purposes.
17.6 Time of the Essence. Time is of the essence for all obligations herein. If any deadline falls on a non-Business Day, performance is due the next Business Day.
17.7 Successors & Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
18. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SELLER
[SELLER NAME]
Witness 1: ___
Witness 2: ___
State of Florida
County of _____
The foregoing instrument was acknowledged before me this ___ day of __, 20__, by ____, who is personally known to me or has produced ______ as identification.
Notary Public, State of Florida
Commission No.: ____
BUYER
[BUYER NAME]
Witness 1: ___
Witness 2: ___
State of Florida
County of _____
The foregoing instrument was acknowledged before me this ___ day of __, 20__, by ____, who is personally known to me or has produced ______ as identification.
Notary Public, State of Florida
Commission No.: ____
[// GUIDANCE:
1. Attach schedules/exhibits: legal description, list of included personal property, seller disclosure forms, lead-based paint form, HOA documents, etc.
2. Confirm documentary stamp tax allocations align with local practice.
3. Confirm witness/notary requirements if deed is executed in same instrument or separately.
4. Customize contingency timelines, indemnity cap language, and cure periods to client’s needs.]