RESIDENTIAL PURCHASE AND SALE AGREEMENT
(State of Minnesota)
[// GUIDANCE: This template is drafted to comply with current Minnesota residential real-property requirements, including statutory seller disclosures, contingency practices, and customary closing procedures. All bracketed items must be completed or revised by counsel prior to execution.]
TABLE OF CONTENTS
I. Document Header...................................................... 2
II. Definitions.......................................................... 3
III. Operative Provisions................................................. 5
IV. Representations & Warranties......................................... 9
V. Covenants & Restrictions............................................ 12
VI. Default & Remedies.................................................. 14
VII. Risk Allocation..................................................... 16
VIII. Dispute Resolution................................................. 18
IX. General Provisions.................................................. 19
X. Execution Block..................................................... 22
Exhibit A Legal Description of the Property
Exhibit B Seller’s Property Disclosure Statement
Exhibit C Lead-Based Paint Disclosure (if applicable)
Exhibit D Well & Septic Disclosure (if applicable)
Schedule 1 Contingency Deadlines
I. DOCUMENT HEADER
1.1 Parties.
This Residential Purchase and Sale Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:
(a) [SELLER LEGAL NAME], a [Minnesota/other] [individual / limited liability company / corporation] with a mailing address of [Seller Address] (the “Seller”); and
(b) [BUYER LEGAL NAME], a [Minnesota/other] [individual / limited liability company / corporation] with a mailing address of [Buyer Address] (the “Buyer”, and together with Seller, the “Parties”).
1.2 Recitals.
A. Seller is the fee-simple owner of certain residential real property commonly known as [Street Address, City, County, MN ZIP], together with all improvements thereon and all appurtenant rights (collectively, the “Property”), the legal description of which is set forth in Exhibit A.
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and subject to the conditions contained herein.
C. The Parties intend that this Agreement constitute a binding contract under the laws of the State of Minnesota.
NOW, THEREFORE, the Parties agree as follows:
II. DEFINITIONS
The following terms shall have the meanings set forth below. Capitalized terms used but not defined in a given Section shall have the meanings assigned in this Section II.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.
“Appraisal Contingency” has the meaning set forth in Section 3.3(b).
“Business Day” means any day other than a Saturday, Sunday, or federal holiday on which banks in Minnesota are open for business.
“Closing” has the meaning provided in Section 5.1.
“Closing Date” means [Target Closing Date], or such other date as the Parties may mutually agree in writing.
“Contingency Period” means the period(s) specified on Schedule 1 for satisfaction or waiver of the Inspection, Financing, and Appraisal Contingencies.
“Earnest Money” means the deposit described in Section 3.1.
“Escrow Agent” means [Title Company/Escrow Company Name], or such other party mutually acceptable to the Parties.
“Financing Contingency” has the meaning set forth in Section 3.3(a).
“Inspection Contingency” has the meaning set forth in Section 3.2.
“Person” means any natural person, corporation, partnership, limited liability company, trust, or other legal entity.
“Purchase Price” means the amount stated in Section 2.1, subject to adjustments at Closing.
“Title Company” means [Title Company Name], acting as issuing agent for [Underwriter].
[// GUIDANCE: Add or delete definitions to match deal-specific terms. Cross-check capitalized terms for consistency.]
III. OPERATIVE PROVISIONS
2. Purchase and Sale
2.1 Agreement to Convey.
Subject to the terms and conditions of this Agreement, Seller shall sell, convey, assign, and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of Seller’s right, title, and interest in and to the Property for an aggregate cash purchase price of $[Purchase Price] (the “Purchase Price”).
2.2 Allocation of Purchase Price.
[Optional language for allocation among land, improvements, and personal property.]
3. Earnest Money and Escrow
3.1 Deposit.
Within [X] Business Days after the Effective Date, Buyer shall deposit $[Earnest Money Amount] (the “Earnest Money”) with the Escrow Agent, to be held in a federally-insured, interest-bearing account. Interest, if any, shall follow the Earnest Money.
3.2 Inspection Contingency.
Buyer shall have [X] Business Days after the Effective Date (the “Inspection Period”) to conduct any desired inspections, investigations, or tests of the Property, including but not limited to structural, mechanical, radon, lead-based paint, environmental, well, and septic inspections. Buyer may terminate this Agreement before the end of the Inspection Period by written notice to Seller, in which case the Earnest Money shall be promptly returned to Buyer and the Parties shall have no further obligations hereunder, except as expressly stated to survive termination.
3.3 Financing and Appraisal Contingencies.
(a) Financing Contingency. This Agreement is contingent upon Buyer obtaining a written loan commitment on terms commercially reasonable to Buyer within [X] Business Days after the Effective Date. Buyer shall notify Seller promptly upon receipt or non-receipt of such commitment.
(b) Appraisal Contingency. This Agreement is further contingent upon the Property appraising, at Buyer’s expense, for not less than the Purchase Price within the Financing Contingency period.
3.4 Failure or Waiver of Contingencies.
Any contingency not waived or satisfied within the applicable Contingency Period shall, at Seller’s option, automatically terminate this Agreement and require return of the Earnest Money to Buyer, unless the Parties mutually extend the relevant period in writing.
4. Consideration; Adjustments
4.1 Closing Adjustments.
(a) Real estate taxes, special assessments (current and deferred), rents, and utilities shall be prorated as of 11:59 p.m. on the day preceding the Closing Date based on the most recent available information.
(b) If the exact amount of any prorated item is not known at Closing, the proration shall be based on reasonable estimates and shall be finally adjusted post-Closing upon receipt of the actual figures.
4.2 Payment of Purchase Price.
At Closing, Buyer shall pay the balance of the Purchase Price (less the Earnest Money and subject to Closing adjustments) in immediately available U.S. funds to the Escrow Agent for disbursement to Seller.
5. Closing Procedures
5.1 Closing.
The consummation of the purchase and sale contemplated herein (the “Closing”) shall take place on the Closing Date at [Time] local time at the office of the Escrow Agent, or remotely via electronic means permissible under Minnesota law.
5.2 Seller Deliveries.
At Closing, Seller shall deliver to Buyer or the Escrow Agent, as applicable:
(a) A duly executed warranty deed conveying marketable fee-simple title to the Property, subject only to the Permitted Exceptions;
(b) An affidavit of title and non-foreign status (FIRPTA);
(c) Updated well and septic disclosure statements (if applicable);
(d) Keys, access codes, and all available operating manuals for the Property; and
(e) Such other instruments as are reasonably required by the Title Company to issue the Owner’s Title Insurance Policy.
5.3 Buyer Deliveries.
Buyer shall deliver:
(a) The Purchase Price balance;
(b) A signed closing statement; and
(c) Any lender-required affidavits or certificates.
5.4 Possession.
Possession of the Property shall transfer to Buyer upon completion of the Closing, subject only to rights of existing tenants disclosed in Exhibit B (if any).
IV. REPRESENTATIONS & WARRANTIES
6. Seller’s Representations and Warranties
Seller hereby represents and warrants to Buyer, as of the Effective Date and again as of Closing:
6.1 Authority. Seller has full right, power, and authority to enter into this Agreement and consummate the transactions contemplated herein.
6.2 Title. Seller is the sole legal and equitable owner of the Property, free and clear of all liens, encumbrances, and adverse claims, except those set forth in Exhibit B (the “Permitted Exceptions”).
6.3 Compliance; Permits. The Property is in material compliance with all applicable laws, ordinances, and regulations.
6.4 Condition; Disclosures. Seller has provided Buyer with a fully completed and executed Minnesota statutory property disclosure statement (attached hereto as Exhibit B). Seller has no knowledge of any material latent defect not disclosed therein.
6.5 Hazardous Substances. To Seller’s actual knowledge, no hazardous substances have been released on or under the Property in violation of applicable environmental laws.
6.6 Litigation. No pending or, to Seller’s knowledge, threatened litigation or condemnation proceeding affects the Property.
[Representations may be broadened or narrowed in accordance with negotiated risk allocation.]
7. Buyer’s Representations and Warranties
7.1 Authority. Buyer has full right, power, and authority to execute and perform this Agreement.
7.2 Funds. Buyer has, or will have at Closing, sufficient immediately available funds to pay the Purchase Price and close the transaction (subject to the Financing Contingency, if applicable).
7.3 Investigation. Buyer is an informed and sophisticated purchaser and acknowledges the opportunity to independently inspect and investigate the Property.
8. Survival; Limitations
Except as expressly provided herein, the representations and warranties of the Parties shall survive Closing for a period of [X] months (the “Survival Period”) and shall thereafter terminate, except for claims timely asserted in writing before expiration of the Survival Period.
V. COVENANTS & RESTRICTIONS
9.1 Interim Operations. From the Effective Date until Closing, Seller shall:
(a) Maintain the Property in substantially its present condition, normal wear and tear excepted;
(b) Not enter into any new lease, service contract, or other agreement affecting the Property that cannot be terminated on no more than 30 days’ notice without Buyer’s prior written consent;
(c) Provide Buyer and its representatives reasonable access to the Property upon at least 24-hour notice for inspections, provided Buyer restores any disturbance and indemnifies Seller for third-party claims arising from such entry.
9.2 Notice of Changes. Each Party shall promptly notify the other of any fact or circumstance that would cause a representation or warranty to become materially inaccurate.
VI. DEFAULT & REMEDIES
10.1 Buyer Default.
If Buyer breaches this Agreement or fails to close after all conditions precedent to Buyer’s obligation have been satisfied or waived, Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages, it being agreed that actual damages would be difficult to ascertain and that the Earnest Money represents a reasonable estimate of such damages.
10.2 Seller Default.
If Seller breaches this Agreement or fails to close after all conditions precedent to Seller’s obligation have been satisfied or waived, Buyer may elect, as Buyer’s sole remedies, either:
(a) Specific performance of this Agreement (including delivery of title as contemplated herein); or
(b) Termination of this Agreement and return of the Earnest Money, together with Buyer’s actual and documented out-of-pocket costs not to exceed [Cap Amount or “Earnest Money”].
10.3 Notice and Cure.
No Party shall be deemed in default unless it fails to cure a material breach within [5] Business Days after receipt of written notice from the non-breaching Party.
10.4 Attorneys’ Fees.
The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and court costs.
VII. RISK ALLOCATION
11.1 Limited Indemnification.
(a) Seller Indemnity. Subject to Section 11.2, Seller shall indemnify, defend, and hold harmless Buyer from and against all claims, losses, and liabilities arising from (i) any material breach of Seller’s representations, warranties, or covenants; or (ii) the ownership, operation, or condition of the Property before Closing.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from and against all claims, losses, and liabilities arising from (i) Buyer’s breach of this Agreement; or (ii) Buyer’s inspections or entry upon the Property before Closing.
11.2 Liability Cap.
The aggregate liability of either Party under this Agreement, whether arising in contract, tort, or otherwise, shall not exceed the Earnest Money amount, except in cases of fraud or willful misconduct.
11.3 Insurance.
Seller shall maintain hazard insurance on the Property at least through the Closing Date. Buyer shall obtain homeowners insurance effective as of Closing.
11.4 Force Majeure.
Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic-related governmental orders, or supply-chain disruptions, provided the impacted Party gives prompt notice and resumes performance as soon as practicable.
VIII. DISPUTE RESOLUTION
12.1 Governing Law.
This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to conflict-of-law principles.
12.2 Forum Selection.
Subject to Section 12.3, the state courts of the county in which the Property is located shall have exclusive jurisdiction over all actions arising out of or relating to this Agreement.
12.3 Optional Arbitration.
The Parties may, by mutual written election at any time before commencement of litigation, submit any dispute to binding arbitration administered by [Arbitration Administrator] under its then-current rules. The arbitral award may be entered and enforced in any court of competent jurisdiction.
12.4 Specific Performance.
The Parties acknowledge that the Property is unique and agree that specific performance shall be an available remedy for breach of this Agreement, in addition to any other remedies permitted herein.
[// GUIDANCE: Jury waiver intentionally omitted per user instructions.]
IX. GENERAL PROVISIONS
13.1 Entire Agreement.
This Agreement, together with the Exhibits and Schedules hereto, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements relating to the subject matter hereof.
13.2 Amendments; Waivers.
No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by all Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.
13.3 Assignment.
Neither Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Buyer may assign its rights to a wholly-owned Affiliate upon prior written notice to Seller, provided Buyer remains jointly and severally liable.
13.4 Severability.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid.
13.5 Notices.
All notices under this Agreement shall be in writing and delivered (i) in person, (ii) by nationally recognized overnight courier, or (iii) by email with confirmed receipt, addressed to the Parties at the addresses set forth above (or such other address a Party may designate by notice). Notices shall be deemed given on the date of receipt or refusal.
13.6 Counterparts; Electronic Signatures.
This Agreement may be executed in one or more counterparts (including electronic or PDF counterparts), each of which shall be deemed an original and all of which together shall constitute one instrument.
13.7 Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
13.8 Time of the Essence.
Time is of the essence in the performance of each Party’s obligations hereunder.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have caused this Residential Purchase and Sale Agreement to be executed as of the Effective Date.
SELLER:
[Seller Name]
By: _____
Name: _____
Title: _______
BUYER:
[Buyer Name]
By: _____
Name: _____
Title: _______
[// GUIDANCE: Minnesota law does not mandate notarization for contract enforceability, but deeds and certain closing documents will require notarization for recording. Add notary blocks to the deed, not to this Agreement.]
EXHIBIT A
Legal Description of the Property
[Attach complete and correct legal description.]
EXHIBIT B
Seller’s Property Disclosure Statement
[Attach Minnesota statutory form, including well and septic information if required.]
EXHIBIT C
Lead-Based Paint Disclosure (for dwellings built prior to 1978)
EXHIBIT D
Well & Septic Disclosure (if applicable)
SCHEDULE 1
Contingency Deadlines
Inspection Contingency Deadline: [Date]
Financing Contingency Deadline: [Date]
Appraisal Contingency Deadline: [Date]
[// GUIDANCE: Review Minnesota-specific statutory updates (e.g., radon, energy, and sewer disclosure requirements) before finalizing. Confirm earnest-money handling instructions match the selected Escrow Agent’s internal rules. Verify that any referenced forms—especially the Seller’s Disclosure Statement—are the most current versions prescribed by Minnesota statute.]