RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT
(State of Illinois)
[// GUIDANCE: This template is drafted for one-to-four unit residential property located in Illinois. It is designed for traditional “table” or escrow closings and contemplates customary Illinois attorney-review and inspection contingencies. Bracketed items should be completed, revised, or deleted to fit the transaction.]
TABLE OF CONTENTS
- Definitions
- Purchase and Sale of Property
- Purchase Price; Earnest Money; Adjustments
- Contingency Periods
- Closing and Transfer of Title
- Seller Representations and Warranties
- Buyer Representations and Warranties
- Covenants Pending Closing
- Disclosure Obligations
- Conditions Precedent; Failure of Conditions
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
I. DOCUMENT HEADER
This Residential Real Estate Purchase and Sale Agreement (this “Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• Seller: [SELLER LEGAL NAME], [an Illinois corporation / LLC / individual / other] (“Seller”), and
• Buyer: [BUYER LEGAL NAME], [an Illinois corporation / LLC / individual / other] (“Buyer”).
Seller agrees to sell and Buyer agrees to purchase the Property (defined below) on the terms and conditions set forth herein.
Recitals
A. Seller is the fee simple owner of certain improved real property commonly known as [STREET ADDRESS], City of [CITY], County of [COUNTY], State of Illinois, PIN [PERMANENT INDEX NUMBER] (the “Real Estate”).
B. Buyer desires to purchase, and Seller desires to sell, the Property, upon the terms and conditions of this Agreement and for the consideration recited herein.
II. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.
“Affiliate” means any entity controlling, controlled by, or under common control with a Party.
“Business Day” means any day other than Saturday, Sunday, or a day on which Illinois state-chartered banks are authorized or required to close.
“Closing” has the meaning given in Section 5.1.
“Closing Date” means the date on which Closing occurs, as established in Section 5.1.
“Contingency Period” has the meaning given in Section 4.1.
“Earnest Money” means the deposit described in Section 3.2.
“Escrow Agent” means [TITLE COMPANY / ESCROW AGENT], or such other escrowee mutually acceptable to the Parties.
“Fixtures” means all fixtures attached to the Real Estate which are included in the sale pursuant to Section 2.1(a).
“Improvements” means all buildings and other improvements located on the Real Estate.
“Law” means any constitution, statute, regulation, rule, ordinance, or order of any governmental authority with jurisdiction over the Property or the Parties.
“Party” or “Parties” means individually Seller or Buyer and collectively both.
“Property” collectively means the Real Estate, Improvements, Fixtures, and Personal Property conveyed pursuant to Section 2.1.
“Purchase Price” has the meaning given in Section 3.1.
[// GUIDANCE: Add or remove defined terms as needed, ensuring internal consistency.]
III. OPERATIVE PROVISIONS
2. Purchase and Sale of Property
2.1 Property Conveyed. Subject to the terms of this Agreement, Seller shall sell, assign, convey, and transfer to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to:
(a) the Real Estate, together with all Fixtures and Improvements;
(b) all right, title, and interest of Seller in and to any intangible rights appurtenant to the Real Estate, including easements, licenses, hereditaments, and privileges; and
(c) the personal property located on or used in connection with the Real Estate and identified on Schedule 2.1(c) (the “Personal Property”).
2.2 Excluded Property. The items listed on Schedule 2.2 shall be excluded from the sale.
3. Purchase Price; Earnest Money; Adjustments
3.1 Purchase Price. The total purchase price for the Property is [PURCHASE PRICE IN WORDS] Dollars ($[NUMERIC]) (the “Purchase Price”), payable as follows:
(a) Earnest Money Deposit: $[AMOUNT] to be delivered by Buyer to Escrow Agent within [TWO (2)] Business Days after the Effective Date;
(b) Additional Earnest Money (if any): $[AMOUNT] on or before [DATE]; and
(c) Balance of the Purchase Price: Subject to prorations and adjustments, the balance shall be paid in immediately available U.S. funds at Closing.
3.2 Earnest Money Treatment.
(a) Escrow; Interest. The Earnest Money shall be held in escrow pursuant to Escrow Agent’s standard joint order escrow agreement. Any interest earned shall follow the Earnest Money.
(b) Application or Refund. At Closing, the Earnest Money shall be credited against the Purchase Price; if Closing fails to occur, disposition of the Earnest Money shall be governed by Section 11.
3.3 Prorations and Adjustments. Real estate taxes, assessments, association dues, rents (if any), and other customary items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date, utilizing the most recent ascertainable tax bill multiplied by [105%] if the current year’s bill is unavailable.
3.4 Closing Costs. Seller shall pay state and county transfer taxes and the cost of owner’s title insurance. Buyer shall pay lender’s title policy, loan charges, recording fees, and survey costs. Attorney fees shall be paid by the Party retaining such counsel.
4. Contingency Periods
4.1 Contingency Period. Buyer shall have five (5) Business Days after the later of (i) the Effective Date or (ii) receipt of the last of the Seller Disclosures referenced in Section 9 (the “Contingency Period”) to concurrently:
(a) complete a physical inspection of the Property;
(b) obtain a satisfactory financing commitment (if applicable); and
(c) conduct legal and title review.
4.2 Termination During Contingency Period. Buyer may terminate this Agreement by written notice delivered to Seller before expiration of the Contingency Period if, in Buyer’s sole discretion, Buyer is dissatisfied with the Property, title, or finance terms. Upon timely termination, the Earnest Money shall be refunded to Buyer, and neither Party shall have further liability, except as expressly stated herein.
4.3 Failure to Terminate. If Buyer fails to timely terminate under Section 4.2, all contingencies are deemed waived, except as otherwise expressly stated.
5. Closing and Transfer of Title
5.1 Closing Date; Location. Closing (the “Closing”) shall occur on [CLOSING DATE] at [TIME] CST, or on such other date as the Parties may mutually agree in writing, at the offices of [TITLE COMPANY] in [CITY, IL], or via remote escrow.
5.2 Deliveries at Closing.
(a) Seller shall deliver:
(i) A duly executed and recordable Illinois Statutory Warranty Deed;
(ii) Bill of Sale for the Personal Property;
(iii) ALTA owner’s title policy commitment marked “clear to close”;
(iv) Affidavit of title, transfer declarations, and all disclosures required by Law;
(v) Keys and access codes; and
(vi) Such additional documents reasonably required by the Escrow Agent or Buyer’s lender.
(b) Buyer shall deliver:
(i) The Purchase Price balance;
(ii) Transfer declarations and tax forms; and
(iii) Such additional documents reasonably required by the Escrow Agent or Seller.
5.3 Title. Fee simple title shall be conveyed free and clear of all liens and encumbrances other than the Permitted Exceptions (Schedule 5.3).
IV. REPRESENTATIONS & WARRANTIES
6. Seller Representations and Warranties
Seller represents and warrants to Buyer, as of the Effective Date and as of Closing:
6.1 Authority. Seller has full power and authority to execute and perform this Agreement.
6.2 Title. Seller is the sole owner of the Real Estate and has good and marketable fee simple title thereto.
6.3 Compliance. Seller has not received written notice of any violation of Law that remains uncured.
6.4 Litigation. No pending or threatened litigation, condemnation, or administrative proceeding would materially impair Seller’s ability to perform.
6.5 Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445(f)(3).
6.6 Disclosure Accuracy. All disclosures delivered pursuant to Section 9 are, to Seller’s knowledge, true, complete, and correct in all material respects.
6.7 Survival; Limitations. The representations in Sections 6.2–6.4 shall survive Closing for [12] months; all other representations shall merge into the Deed at Closing.
7. Buyer Representations and Warranties
Buyer represents and warrants to Seller that Buyer has adequate financial resources to close and has full authority to execute and perform this Agreement.
V. COVENANTS & RESTRICTIONS
8.1 Maintenance of Property. From the Effective Date until Closing, Seller shall maintain the Property in substantially the same condition, ordinary wear excepted, and shall not enter into new leases, encumbrances, or contracts affecting the Property without Buyer’s prior written consent, which shall not be unreasonably withheld.
8.2 Access. Seller shall afford Buyer and Buyer’s agents reasonable access to the Property during normal hours for inspections, provided Buyer gives at least 24-hour notice and restores the Property to its prior condition.
8.3 Further Assurances. Each Party shall execute and deliver such additional documents as are reasonably necessary to effect the intent of this Agreement.
VI. DEFAULT & REMEDIES
11.1 Buyer Default. If Buyer defaults after expiration of all contingencies and fails to cure within three (3) Business Days after written notice, Seller’s sole and exclusive remedy (except for Seller’s right to seek specific performance under Section 13.4) shall be to retain the Earnest Money as liquidated damages. The Parties acknowledge that actual damages would be difficult to ascertain and that the Earnest Money constitutes a reasonable pre-estimate thereof.
11.2 Seller Default. If Seller defaults and fails to cure within three (3) Business Days after written notice, Buyer may elect (a) specific performance, or (b) termination of this Agreement and return of the Earnest Money, plus Buyer’s actual third-party out-of-pocket costs not to exceed $[CAP AMOUNT] in the aggregate.
11.3 Attorneys’ Fees. The prevailing Party in any action or proceeding arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.
VII. RISK ALLOCATION
12.1 Indemnification (Limited).
(a) Seller shall indemnify, defend, and hold harmless Buyer from and against claims, losses, and liabilities arising from (i) breach of Seller’s representations, warranties, or covenants; or (ii) bodily injury or property damage occurring on the Property before Closing, limited to the cap stated in Section 12.2.
(b) Buyer shall indemnify, defend, and hold harmless Seller from and against claims, losses, and liabilities arising from Buyer’s entry onto the Property prior to Closing or breach of Buyer’s obligations.
12.2 Liability Cap. Except for fraud or willful misconduct, the aggregate liability of either Party under this Agreement shall not exceed the amount of the Earnest Money on deposit at the time the claim arises.
12.3 Insurance. Seller shall maintain casualty insurance in commercially reasonable amounts until transfer of title; Buyer shall obtain homeowner’s insurance effective no later than Closing.
12.4 Risk of Loss. Risk of loss by fire or other casualty shall remain with Seller until Closing. If a material portion of the Improvements is damaged before Closing, Buyer may (a) terminate and recover the Earnest Money, or (b) proceed to Closing with assignment of applicable insurance proceeds and a credit for any deductible.
12.5 Force Majeure. Neither Party shall be liable for delay in performance caused by events beyond its reasonable control (other than financial inability), provided the affected Party promptly notifies the other and resumes performance as soon as feasible.
VIII. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement and all disputes hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict-of-laws principles.
13.2 Forum Selection. Any litigation arising out of this Agreement shall be filed exclusively in the state courts located in the county where the Real Estate is situated.
13.3 Optional Arbitration. The Parties may, by mutual written election executed after a dispute arises, submit any controversy to binding arbitration administered by the American Arbitration Association under its Real Estate Industry Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
13.4 Specific Performance. Each Party acknowledges that the Property is unique and that monetary damages may be inadequate; therefore, injunctive relief or specific performance shall be available to enforce this Agreement notwithstanding Section 13.3.
[// GUIDANCE: Jury waiver intentionally omitted pursuant to user mandate.]
IX. GENERAL PROVISIONS
14.1 Entire Agreement; Integration. This Agreement, including all schedules and exhibits, constitutes the entire agreement between the Parties and supersedes all prior negotiations.
14.2 Amendment and Waiver. No amendment or waiver shall be effective unless in writing signed by the Party against whom enforcement is sought.
14.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or a single-purpose entity formed to hold title, provided Buyer remains liable.
14.4 Notices. All notices shall be in writing and deemed given when (a) delivered in person, (b) sent by nationally-recognized overnight courier for next Business Day delivery, or (c) emailed with confirmation of receipt, to the addresses set forth below each Party’s signature.
14.5 Severability. If any provision is held invalid, the remaining provisions shall remain enforceable, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the Parties’ intent.
14.6 Successors and Assigns. This Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures (including PDF and DocuSign) shall be deemed original signatures for all purposes.
14.8 Time of the Essence. Time is of the essence with respect to all deadlines provided herein.
14.9 1031 Exchange Cooperation. Either Party may consummate the transaction as part of a like-kind exchange under 26 U.S.C. § 1031 at no cost or liability to the other Party.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
BUYER:
[BUYER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
[// GUIDANCE: Attach state transfer declarations, FIRPTA affidavit, Illinois Residential Real Property Disclosure Report (765 ILCS 77/), Radon Hazard Disclosure, Lead-Based Paint Disclosure (for pre-1978 structures), and any municipality-specific forms (e.g., City of Chicago or Cook County transfer tax declarations) as applicable.]
NOTARY ACKNOWLEDGMENT (Illinois)
STATE OF ILLINOIS )
) SS.
COUNTY OF _ )
The foregoing instrument was acknowledged before me on __, 20__, by _________, as [TITLE] of [ENTITY NAME], on behalf of said entity.
Notary Public
My Commission Expires: _____
SCHEDULES & EXHIBITS (Sample List)
Schedule 2.1(c) – Personal Property Included
Schedule 2.2 – Excluded Property
Schedule 5.3 – Permitted Exceptions
Exhibit A – Legal Description of Real Estate
Exhibit B – Escrow Agreement (Earnest Money)
Exhibit C – Seller Disclosure Documents
Exhibit D – Sample Title Commitment Requirements
[// GUIDANCE: Add or remove schedules/exhibits as needed. Cross-check defined terms and section references before finalizing.]