PURCHASE AND SALE AGREEMENT
(Residential Real Property – Commonwealth of Massachusetts)
[// GUIDANCE: This template is intentionally comprehensive. Delete bracketed guidance and complete all placeholders before circulation for signature. Confirm that local custom, registry requirements, and lender instructions do not mandate additional provisions.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale; Payment Terms
- Contingencies
- Closing Procedures
- Representations & Warranties
- Covenants
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
1.1 Parties. This Purchase and Sale Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between
(a) [SELLER NAME], [individual OR Massachusetts entity type] having an address at [SELLER ADDRESS] (“Seller”), and
(b) [BUYER NAME], [individual OR entity type] having an address at [BUYER ADDRESS] (“Buyer”).
1.2 Recitals.
A. Seller is the owner of certain improved real property located at [STREET ADDRESS, CITY/TOWN, COUNTY, MA ZIP], together with all fixtures, rights, and appurtenances (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms set forth herein for valuable consideration, the sufficiency of which is acknowledged.
1.3 Governing Law & Jurisdiction. This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts without regard to conflict-of-laws principles. Venue for any action arising out of this Agreement shall lie exclusively in the state courts of the Commonwealth sitting in the county where the Property is located.
2. DEFINITIONS
The following terms, when capitalized, shall have the meanings set forth below. All section references are to this Agreement unless otherwise indicated.
“Additional Deposit” – Defined in Section 3.2(b).
“Agreement” – Defined in Section 1.
“Appraisal Contingency Period” – Defined in Section 4.3.
“Business Day” – Any day other than Saturday, Sunday, or Massachusetts legal holiday.
“Closing” – The consummation of the transactions contemplated herein, as described in Section 5.
“Closing Date” – Defined in Section 5.1.
“Contingency Periods” – Collectively, the Inspection, Financing, Appraisal, and Title Contingency Periods.
“Deed” – A quitclaim deed in proper statutory form conveying good and clear record and marketable title to the Property.
“Deposit” – The Earnest Money Deposit and any Additional Deposit, collectively.
“Earnest Money Deposit” – Defined in Section 3.2(a).
“Escrow Agent” – [ESCROW AGENT NAME & ADDRESS].
“Financing Contingency Period” – Defined in Section 4.2.
“Inspection Contingency Period” – Defined in Section 4.1.
“Purchase Price” – Defined in Section 3.1.
“Title Contingency Period” – Defined in Section 4.4.
[// GUIDANCE: Add, delete, or modify defined terms as necessary, ensuring consistency throughout the Agreement.]
3. PURCHASE AND SALE; PAYMENT TERMS
3.1 Purchase Price. The total purchase price for the Property (the “Purchase Price”) is [US $____], payable as follows:
a. Earnest Money Deposit. Within [___] Business Days after the Effective Date, Buyer shall deliver to Escrow Agent an earnest money deposit in the amount of [US $____] (the “Earnest Money Deposit”).
b. Additional Deposit. On or before [DATE/contingency expiration] Buyer shall deliver an additional deposit of [US $____] (the “Additional Deposit”), if any.
c. Balance at Closing. The balance of the Purchase Price, adjusted by prorations and credits, shall be paid by wire transfer of immediately available U.S. funds at Closing.
3.2 Escrow of Deposits. The Deposit shall be held in a non-interest-bearing escrow account by Escrow Agent in accordance with Massachusetts regulations governing client funds.
3.3 Allocation of Consideration. If required for tax reporting, the parties shall allocate the Purchase Price among land, improvements, and personal property consistent with IRS guidelines.
4. CONTINGENCIES
4.1 Inspection Contingency.
a. Period. Buyer shall have [__] calendar days after the Effective Date (the “Inspection Contingency Period”) to conduct any desired inspections, tests, or studies.
b. Termination/Notice. Buyer may, in its sole discretion, terminate this Agreement by written notice to Seller and Escrow Agent prior to the expiration of the Inspection Contingency Period and receive a return of the Deposit.
c. Access & Restoration. Buyer shall restore the Property to substantially the same condition after inspections and shall indemnify Seller from physical damage caused by Buyer’s inspectors, which indemnity shall survive Closing or termination.
4.2 Financing (Mortgage) Contingency.
a. Period. Buyer shall have [__] calendar days after the Effective Date (the “Financing Contingency Period”) to obtain a firm, written mortgage commitment.
b. Failure to Obtain Commitment. If Buyer fails to obtain such commitment despite diligent efforts, Buyer may terminate by written notice before the Financing Contingency Period expires and receive the return of the Deposit.
4.3 Appraisal Contingency. This Agreement is contingent upon the Property appraising at no less than the Purchase Price within [__] days (the “Appraisal Contingency Period”). Buyer may waive or terminate in similar fashion to Section 4.2.
4.4 Title Contingency.
a. Title Report. Within [__] Business Days after receipt of a title commitment or report, Buyer shall notify Seller of any title objections (“Title Objections”).
b. Cure. Seller shall have until the Closing Date to cure Title Objections. If Seller fails or refuses to cure, Buyer may either (i) waive such defects, or (ii) terminate this Agreement and receive the Deposit.
4.5 Survival. Unwaived contingencies shall be deemed satisfied upon Closing.
5. CLOSING PROCEDURES
5.1 Closing Date & Place. Closing shall occur on [CLOSING DATE] (or such earlier date as the parties may agree) at the registry of deeds for the county where the Property is located, by escrow closing, or such other location/method as mutually agreed (the “Closing Date”).
5.2 Seller Closing Deliverables.
a. Deed duly executed, acknowledged, and deliverable for recording.
b. Certificate of Compliance for smoke and carbon monoxide detectors issued by the local fire department.
c. Affidavit of non-foreign status (IRS Form W-9) and Massachusetts Form M-4420, if applicable.
d. Lead paint transfer notification and any other disclosure forms required under federal or state law.
e. Keys, alarm codes, garage door openers, and like items.
5.3 Buyer Closing Deliverables.
a. Remainder of Purchase Price by federal wire.
b. Executed settlement statement and required tax forms.
5.4 Prorations & Closing Adjustments. Real estate taxes, water/sewer charges, condominium/common area fees, fuel, and rents (if any) shall be prorated as of 11:59 p.m. on the day preceding Closing based upon the best available information.
5.5 Possession. Seller shall deliver exclusive possession, broom-clean, free of tenants and personal property not included in the sale, upon recording of the Deed unless otherwise provided in a written post-closing occupancy agreement.
6. REPRESENTATIONS & WARRANTIES
6.1 Seller’s Representations. Seller represents and warrants to Buyer, as of the Effective Date and again on Closing, that:
a. Title. Seller is the lawful fee simple owner and has full power to convey the Property.
b. Authority. If an entity, Seller is duly organized, in good standing, and authorized to execute and perform this Agreement.
c. Compliance. To Seller’s knowledge, the Property is not in material violation of applicable laws, codes, or permits.
d. Litigation. Seller has received no written notice of pending condemnation, litigation, or assessment affecting the Property that has not been disclosed in writing.
e. Hazardous Materials. Seller has not stored or disposed of hazardous substances on the Property in violation of law.
6.2 Buyer’s Representations. Buyer represents and warrants that:
a. Authority & Funding. Buyer has full authority and sufficient funds/financing to close.
b. No Conflict. The execution and performance of this Agreement will not violate any other agreement binding on Buyer.
6.3 Survival. The representations and warranties in this Article 6 shall survive Closing for a period of [__] months, except as otherwise expressly stated.
7. COVENANTS
7.1 Maintenance. From the Effective Date to Closing, Seller shall maintain the Property in substantially the same condition, ordinary wear excepted, and shall not transfer or encumber any interest therein.
7.2 Access & Cooperation. Seller shall afford Buyer reasonable access for inspections, lender appraisals, and walk-throughs, upon at least 24-hour prior notice.
7.3 Disclosure Updates. Seller shall promptly update Buyer in writing of any fact that would make a prior representation materially inaccurate.
7.4 Lead Paint & Other Disclosures. Seller shall timely provide all disclosures mandated by federal and Massachusetts law, including any lead paint, home energy score, or septic system disclosures.
8. DEFAULT; REMEDIES
8.1 Buyer Default. If Buyer fails to perform any covenant or close in accordance with this Agreement, after five (5) Business Days’ written notice and opportunity to cure, Seller may terminate this Agreement and retain the Deposit as full liquidated damages, which the parties agree constitutes Seller’s sole and exclusive remedy (the parties acknowledging the difficulty of ascertaining Seller’s actual damages).
8.2 Seller Default. If Seller fails to perform, Buyer may either
a. elect specific performance of this Agreement (without bond), or
b. terminate and receive an immediate return of the Deposit plus reasonable, documented out-of-pocket costs not to exceed [US $_ OR % of Purchase Price].
8.3 Attorney Fees. In any dispute, the prevailing party shall be entitled to reimbursement of reasonable attorney fees and costs, subject to the liability cap in Section 9.2.
9. RISK ALLOCATION
9.1 Indemnification (Limited).
a. Seller shall indemnify and hold Buyer harmless from third-party claims arising from (i) Seller’s breach of this Agreement, or (ii) pre-Closing bodily injury or property damage occurring on the Property, in each case subject to Section 9.2.
b. Buyer shall indemnify and hold Seller harmless from claims arising from Buyer’s on-site inspections.
9.2 Liability Cap. The aggregate liability of either party under this Agreement, whether in contract, tort, or equity, shall not exceed the amount of the Deposit (the “Liability Cap”); provided, however, that the Liability Cap shall not apply to (i) claims arising from fraud or willful misconduct, or (ii) obligations that expressly survive Closing outside this Agreement (e.g., separate occupancy agreements).
9.3 Risk of Loss. Risk of loss or damage to the Property by casualty or condemnation shall remain with Seller until Closing. If material loss occurs, Buyer may terminate and receive the Deposit or proceed with an assignment of insurance proceeds and Purchase Price adjustment.
9.4 Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control, including but not limited to governmental shutdowns, acts of God, or registry closures, provided the affected party notifies the other within three (3) Business Days.
10. DISPUTE RESOLUTION
10.1 Good-Faith Negotiation. The parties shall first attempt in good faith to resolve any dispute by informal discussions for at least five (5) Business Days.
10.2 Optional Arbitration. By initialing below, the parties may elect to submit all disputes to binding arbitration administered by the American Arbitration Association under its Real Estate Industry Rules, and judgment on the award may be entered in any court of competent jurisdiction.
• Seller’s election: _ (initial) • Buyer’s election: _ (initial)
[// GUIDANCE: Arbitration must be elected by both parties. Where one or both decline, Section 1.3 forum selection governs.]
10.3 Specific Performance. The parties acknowledge that the Property is unique and that monetary damages may be inadequate; therefore, specific performance shall be an available remedy as provided herein.
10.4 Jury Trial. The parties expressly do not waive the right to a jury trial.
11. GENERAL PROVISIONS
11.1 Amendments & Waivers. No amendment or waiver is effective unless in a writing signed by the party against whom enforcement is sought.
11.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, which may be withheld in Seller’s reasonable discretion, except assignment to an entity wholly owned/controlled by Buyer for estate or tax planning purposes with written notice to Seller. Any permitted assignment shall not release Buyer.
11.3 Entire Agreement. This Agreement, together with the Exhibits and any disclosure statements, constitutes the entire agreement and supersedes all prior understandings.
11.4 Severability. If any provision is held invalid, the remainder shall continue in full force and effect, and the parties shall negotiate an enforceable substitute provision that most nearly approximates the original intent.
11.5 Notices. All notices shall be in writing and deemed given when (a) delivered by hand with signed receipt, (b) deposited with an overnight courier, or (c) sent by email with confirmation of transmission, in each case addressed to the party at its address set forth in Section 1.1 (or such other address as designated by notice).
11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signature in conformity with Massachusetts Uniform Electronic Transactions Act), each of which is deemed an original and all of which together constitute one instrument.
11.7 Successors & Assigns. Subject to Section 11.2, this Agreement binds and benefits the parties and their respective successors and permitted assigns.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Purchase and Sale Agreement as of the Effective Date.
SELLER:
[SELLER NAME]
Date: ____
BUYER:
[BUYER NAME]
Date: ____
[// GUIDANCE: Add notary blocks below if required by local practice or lender.]
13. EXHIBITS & SCHEDULES
Exhibit A – Legal Description of Property
Exhibit B – Seller’s Disclosure Statement(s) (Lead Paint, Septic, etc.)
Exhibit C – Personal Property Included in Sale (if any)
Schedule 1 – Title Exceptions
[// GUIDANCE: Attach completed disclosure forms mandated by Massachusetts law, including (1) Property Transfer Lead Paint Notification, (2) Residential Property Condition Statement (if used), and (3) any local wetlands, floodplain, or energy disclosures.]