RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Michigan)

TABLE OF CONTENTS

1. Document Header .................................................... 2
2. Definitions ........................................................ 3
3. Purchase and Sale of Property ...................................... 5
4. Purchase Price; Earnest Money Deposit .............................. 6
5. Contingencies ...................................................... 7
6. Property Condition; Statutory Disclosures .......................... 9
7. Closing; Possession; Prorations ................................... 11
8. Representations and Warranties .................................... 13
9. Covenants ......................................................... 14
10. Default; Remedies ................................................. 15
11. Risk Allocation ................................................... 17
12. Dispute Resolution ................................................ 18
13. General Provisions ................................................ 19
14. Execution Block ................................................... 22

[// GUIDANCE: Section numbers align with the REQUIRED DOCUMENT ARCHITECTURE. Cross-references auto-update when edited in modern word processors.]

1. DOCUMENT HEADER

This RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• Seller: [SELLER LEGAL NAME], [a/an] [STATE] [entity type/individual], whose address is [ADDRESS] (“Seller”); and
• Buyer: [BUYER LEGAL NAME], [a/an] [STATE] [entity type/individual], whose address is [ADDRESS] (“Buyer”).

Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals

A. Seller is the owner of that certain real property located at [PROPERTY ADDRESS], County of [COUNTY], State of Michigan, legally described on Exhibit A (the “Real Property”), together with all improvements, fixtures, appurtenant rights, and personal property listed on Schedule 1 (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms set forth herein.
C. The Parties intend this Agreement to be governed by the real property laws of the State of Michigan.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

For ease of reference, capitalized terms used in this Agreement have the meanings set forth below.

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
“Applicable Law” means all federal, state, and local laws, statutes, ordinances, rules, and regulations applicable to the Property or the transactions contemplated herein, including without limitation the Michigan Seller Disclosure Act, Mich. Comp. Laws §§ 565.951 et seq.
“Business Day” means any day other than Saturday, Sunday, or a day on which Michigan-chartered banks are authorized or required to close.
“Closing” has the meaning set forth in Section 7.1.
“Closing Date” means the date on which the Closing occurs.
“Contingency Period” means the aggregate period(s) described in Section 5 within which Buyer must either (i) deliver written waiver of a Contingency or (ii) terminate this Agreement.
“Earnest Money Deposit” has the meaning set forth in Section 4.2.
“Good Funds” means funds that comply with Michigan’s Good Funds requirements for real estate closings.
“Inspection Reports” means all written reports, studies, test results, and other information generated by or for Buyer in connection with its inspections under Section 5.1.
“Material Adverse Condition” means any condition that individually or in the aggregate would reasonably be expected to reduce the fair market value of the Property by more than [] percent or [$].
“Title Company” means [TITLE COMPANY NAME], or such other nationally recognized title insurer mutually acceptable to the Parties.
“Title Commitment” has the meaning set forth in Section 5.3(a).

[// GUIDANCE: Add, delete, or modify definitions to match deal specifics. Maintain alphabetical order.]

3. PURCHASE AND SALE OF PROPERTY

3.1 Agreement to Convey. Seller agrees to sell, convey, assign, and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the Property on the terms and conditions set forth herein.

3.2 Included/Excluded Items.
(a) Included personal property is listed on Schedule 1.
(b) The following items are specifically excluded from the sale: [LIST, e.g., Seller’s personal furniture, art].

3.3 Title. At Closing, Seller shall convey fee simple title to the Real Property by covenant deed subject only to Permitted Exceptions (defined in Section 5.3).

4. PURCHASE PRICE; EARNEST MONEY DEPOSIT

4.1 Purchase Price. The total purchase price for the Property shall be $[PURCHASE PRICE] (the “Purchase Price”), payable as follows:
(a) Earnest Money Deposit, credited at Closing .................... $[AMOUNT]
(b) Additional deposit(s) (if any) ................................ $[AMOUNT/TIMING]
(c) Balance due at Closing by Good Funds .......................... $[BALANCE]

4.2 Earnest Money Deposit.
(a) Within two (2) Business Days after the Effective Date, Buyer shall deliver to Title Company, as escrow agent, an earnest money deposit in the amount of $[ ] (the “Earnest Money Deposit”).
(b) The Earnest Money Deposit shall be held in escrow and applied, released, or forfeited in accordance with this Agreement.
(c) Interest, if any, shall follow the Earnest Money Deposit.

4.3 Financing. Buyer intends to fund the Purchase Price through [cash/third-party financing]. If financing, Buyer shall deliver a pre-approval letter from a bona fide lender within [__] Business Days of the Effective Date.

5. CONTINGENCIES

[// GUIDANCE: Michigan practice favors explicit contingency deadlines. Extend or shorten as negotiated.]

5.1 Inspection Contingency.
(a) Buyer shall have [__] calendar days after the Effective Date (the “Inspection Period”) to conduct, at Buyer’s sole cost, any inspections desired, including but not limited to structural, mechanical, environmental, radon, pest, and mold inspections.
(b) If Buyer determines, in its sole discretion, that the Property is unsuitable for any reason, Buyer may terminate this Agreement by written notice delivered to Seller and Title Company before expiration of the Inspection Period, whereupon the Earnest Money Deposit shall be promptly refunded to Buyer.
(c) Failure to timely terminate constitutes waiver of the Inspection Contingency.

5.2 Financing Contingency (if applicable).
(a) This Agreement is contingent upon Buyer obtaining a written commitment for financing on terms not materially less favorable than set forth in Schedule 2 within [__] calendar days after the Effective Date.
(b) If Buyer fails to obtain such commitment despite good-faith efforts, Buyer may terminate by written notice prior to the deadline and receive a refund of the Earnest Money Deposit.

5.3 Title/Survey Contingency.
(a) Seller shall cause Title Company to issue to Buyer, within seven (7) Business Days after the Effective Date, a commitment for an owner’s policy of title insurance (the “Title Commitment”), together with legible copies of all recorded exceptions.
(b) Buyer shall have [__] Business Days after receipt thereof to review the Title Commitment and any survey. Objections must be stated in writing.
(c) Seller shall have [__] Business Days to cure objections; failure to cure permits Buyer either (i) to accept title subject to uncured exceptions (which become “Permitted Exceptions”) or (ii) to terminate and receive a refund of the Earnest Money Deposit.

5.4 Appraisal Contingency (if financed). If the lender’s appraisal values the Property at less than the Purchase Price, Buyer may (i) renegotiate, (ii) elect to proceed, or (iii) terminate and receive a refund of the Earnest Money Deposit.

5.5 Sale of Buyer’s Property Contingency (optional). [INCLUDE OR STRIKE.]

5.6 Mutual Cooperation. The Parties shall reasonably cooperate in satisfying the Contingencies; however, each Party bears its own costs unless expressly stated otherwise.

6. PROPERTY CONDITION; STATUTORY DISCLOSURES

6.1 Seller’s Disclosure Statement.
(a) Pursuant to the Michigan Seller Disclosure Act, MCL §§ 565.951 et seq., Seller has provided to Buyer the completed Seller’s Disclosure Statement (“SDD”).
(b) Buyer acknowledges receipt of the SDD prior to executing this Agreement.
(c) Buyer retains the right to terminate this Agreement at any time before Closing upon discovery that the SDD contains a material misrepresentation, in which event the Earnest Money Deposit shall be returned to Buyer.

6.2 Lead-Based Paint. For property built prior to 1978, Seller has provided Buyer with the federally required lead-based paint disclosure form, EPA pamphlet “Protect Your Family from Lead in Your Home,” and any known lead reports pursuant to 42 U.S.C. § 4852d and 24 C.F.R. Part 35. Buyer acknowledges a ten-day opportunity (unless waived) to conduct risk assessments.

6.3 As-Is Sale; Access.
(a) Except as expressly stated herein, Seller sells the Property “AS IS” and “WITH ALL FAULTS,” without warranty, express or implied.
(b) Seller shall provide Buyer and its agents reasonable access during the Inspection Period, provided Buyer restores the Property to its prior condition and indemnifies Seller per Section 11.

6.4 Governmental Notices. Seller shall promptly forward to Buyer any notices received from governmental authorities affecting the Property.

7. CLOSING; POSSESSION; PRORATIONS

7.1 Closing. The consummation of the transactions contemplated herein (the “Closing”) shall occur on [CLOSING DATE], or such other date mutually agreed in writing, at the offices of the Title Company or via remote/electronic closing in accordance with Michigan law.

7.2 Seller Deliveries. At Closing, Seller shall deliver:
(a) Covenant deed in recordable form;
(b) Bill of sale for personal property;
(c) FIRPTA affidavit;
(d) Affidavit of title;
(e) Closing statement;
(f) Keys, codes, and operating manuals;
(g) Any other documents reasonably required by Title Company.

7.3 Buyer Deliveries. At Closing, Buyer shall deliver:
(a) Balance of Purchase Price by Good Funds;
(b) Closing statement;
(c) Any other lender-required documents;
(d) Evidence of required insurance.

7.4 Possession. Possession shall transfer to Buyer at 5:00 p.m. Eastern Time on the Closing Date unless otherwise stated in Schedule 3 (e.g., post-closing occupancy agreement).

7.5 Costs; Prorations.
(a) Seller pays: deed tax, owner’s policy premium, transfer taxes, and one-half of escrow fees.
(b) Buyer pays: lender’s policy premium, recording fees, financing charges, and one-half of escrow fees.
(c) Real property taxes, assessments, association dues, rents (if any), utilities, and other operating expenses shall be prorated as of 11:59 p.m. the day preceding Closing based on the most recent ascertainable information.
(d) Water/sewer bills shall be paid current through Closing or escrowed per local custom.

7.6 Foreign Investment Compliance. If applicable, Seller shall deliver a non-foreign affidavit under IRC § 1445; otherwise, Title Company shall withhold required amounts.

8. REPRESENTATIONS AND WARRANTIES

8.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and again on the Closing Date that:
(a) Authority. Seller has full power and authority to enter into and perform this Agreement.
(b) No Conflicts. Execution and performance do not violate any agreement binding on Seller.
(c) Litigation. Except as disclosed on Schedule 4, no litigation or condemnation proceeding is pending or, to Seller’s Knowledge, threatened against Seller or the Property that would adversely affect the Property or Seller’s ability to perform.
(d) Compliance. To Seller’s Knowledge, the Property is in material compliance with Applicable Law.
(e) Leases. There are no leases or occupancy rights affecting the Property other than those disclosed on Schedule 5.
(f) Environmental. Seller has not received written notice of any Hazardous Materials release requiring remediation under Applicable Law.

8.2 Buyer’s Representations. Buyer represents and warrants that:
(a) Authority and Funds. Buyer has requisite authority and sufficient funds/financing to perform.
(b) No Prohibited Persons. Buyer is not a person or entity with whom U.S. persons are restricted from doing business under OFAC regulations.

8.3 Survival; Limitations. Seller’s representations survive Closing for twelve (12) months and are subject to the liability cap in Section 11.2.

9. COVENANTS

9.1 Seller’s Pre-Closing Covenants. Between the Effective Date and Closing, Seller shall:
(a) Maintain the Property in substantially the same condition, ordinary wear excepted;
(b) Not enter into new leases or service contracts beyond Closing without Buyer’s consent;
(c) Provide prompt written notice of any Material Adverse Condition.

9.2 Buyer’s Covenants. Buyer shall:
(a) Conduct inspections in a workman-like manner;
(b) Restore any physical impact from inspections;
(c) Keep all non-public information confidential except as required by law or to lenders, attorneys, or consultants.

10. DEFAULT; REMEDIES

10.1 Seller Default. If Seller breaches this Agreement or fails to close as required, Buyer may elect as its sole and exclusive remedy either:
(a) Terminate and receive an immediate refund of the Earnest Money Deposit plus reimbursement of verifiable third-party expenses up to $[CAP]; or
(b) Seek specific performance of Seller’s obligations (injunctive relief preserved per Section 12.3). Monetary damages beyond Earnest Money Deposit and expenses are waived.

10.2 Buyer Default. If Buyer breaches or fails to close as required, Seller’s sole and exclusive remedy shall be retention of the Earnest Money Deposit as liquidated damages, the Parties acknowledging difficulty in accurately estimating damages and deeming such amount reasonable.

10.3 Notice and Cure. Except for failure to close on the Closing Date, no Party is in default unless it fails to cure within five (5) Business Days after written notice specifying the default.

10.4 Attorneys’ Fees. The prevailing Party in any action arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs, subject to Section 11.2.

11. RISK ALLOCATION

11.1 Limited Indemnification.
(a) Seller shall indemnify, defend, and hold Buyer harmless from any third-party claims arising from (i) Seller’s breach of representations, warranties, or covenants, or (ii) pre-Closing personal injury or property damage events occurring on the Property due to Seller’s negligence or willful misconduct.
(b) Buyer shall indemnify, defend, and hold Seller harmless from any third-party claims arising from Buyer’s inspections or entry onto the Property prior to Closing.

11.2 Liability Cap. The aggregate liability of either Party for claims arising under this Agreement shall not exceed the amount of the Earnest Money Deposit actually paid, except for (i) intentional misconduct or fraud, or (ii) obligations that expressly survive Closing and are stated to be uncapped.

11.3 Insurance. Prior to entry, Buyer shall maintain commercial general liability insurance with limits not less than $1,000,000 per occurrence and name Seller as an additional insured.

11.4 Force Majeure. Neither Party shall be liable for delays caused by events beyond its reasonable control (e.g., acts of God, strikes, governmental shutdowns). Deadlines shall be extended for the period of delay, not to exceed thirty (30) days.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement and any disputes hereunder shall be governed by the laws of the State of Michigan, without regard to conflict-of-law principles.

12.2 Forum Selection. Subject to Section 12.3, the Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Michigan.

12.3 Optional Arbitration. [CHECK ONE]
☐ The Parties elect to submit all disputes (except actions for specific performance or equitable relief) to binding arbitration administered by the American Arbitration Association under its Real Estate Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
☐ The Parties do not elect arbitration.

[// GUIDANCE: Strike or check the appropriate box prior to execution.]

12.4 Specific Performance. The Parties acknowledge that the Property is unique; therefore, each Party shall be entitled to seek specific performance or injunctive relief in accordance with Section 10 and this Section 12.4. This Section survives Closing or termination.

13. GENERAL PROVISIONS

13.1 Amendment; Waiver. No amendment or waiver is effective unless in writing signed by the Party against whom enforcement is sought.

13.2 Assignment. Buyer may not assign its rights without Seller’s prior written consent, except to an Affiliate purchasing the Property for the same purpose and assuming all obligations hereunder. Any assignment does not release Buyer.

13.3 Entire Agreement. This Agreement (including exhibits and schedules) constitutes the entire agreement and supersedes all prior discussions.

13.4 Severability. If any provision is unenforceable, the remaining provisions shall remain in effect and the unenforceable provision shall be reformed to the minimum extent required.

13.5 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

13.6 Notices. All notices shall be in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) email with read-receipt, to the addresses set forth above (or as later designated). Notice is deemed given (A) upon delivery, (B) one Business Day after deposit with courier, or (C) upon email confirmation, respectively.

13.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures and notarizations compliant with Michigan’s Uniform Electronic Transactions Act are binding.

13.8 Time of Essence. Time is of the essence for all dates and deadlines.

13.9 No Third-Party Beneficiaries. Except as expressly stated, no person other than the Parties has rights hereunder.

14. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER:

[SELLER NAME]
By: _____
Name: _____
Title: _____
Date: _______

BUYER:

[BUYER NAME]
By: _____
Name: _____
Title: _____
Date: _______

[NOTARY ACKNOWLEDGMENTS – attach if required by county recording office]

Exhibits & Schedules

• Exhibit A – Legal Description of Real Property
• Schedule 1 – Included Personal Property
• Schedule 2 – Financing Terms (if applicable)
• Schedule 3 – Post-Closing Occupancy (if any)
• Schedule 4 – Litigation Disclosure (if any)
• Schedule 5 – Existing Leases (if any)

[// GUIDANCE: Attach statutory Seller’s Disclosure Statement and Lead-Based Paint Disclosure to satisfy Michigan and federal requirements.]