Purchase and Sale Agreement - Residential

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RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Missouri)

[// GUIDANCE: This template is drafted for the purchase and sale of a single-family residential property located in the State of Missouri. It is designed to be “court-ready” yet highly customizable. Insert all bracketed information and delete any inapplicable provisions before execution.]

Document Header
Definitions
Operative Provisions
Representations and Warranties
Covenants
Default; Remedies
Risk Allocation
Dispute Resolution
General Provisions
Execution Block

1. DOCUMENT HEADER

1.1 Title; Parties.
This RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (defined below) by and between:

(a) Seller: [SELLER LEGAL NAME], a [entity type/state], whose address is [SELLER ADDRESS] (“Seller”); and

(b) Buyer: [BUYER LEGAL NAME], a [individual/entity type], whose address is [BUYER ADDRESS] (“Buyer”).

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

1.2 Recitals.
A. Seller is the fee simple owner of the real property commonly known as [PROPERTY ADDRESS], legally described on Exhibit A attached hereto (the “Land”), together with all improvements thereon (collectively with the Land, the “Improvements”), and all easements, appurtenances, rights, and hereditaments pertaining thereto (together with the Land and Improvements, the “Real Property”).
B. Seller desires to sell, and Buyer desires to purchase, the Property (defined below) upon the terms and conditions set forth herein.
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.

1.3 Effective Date.
The “Effective Date” shall be the date on which the last Party executes this Agreement, as indicated in the Execution Block.

1.4 Governing Law; Venue.
This Agreement shall be governed by, and construed in accordance with, the real estate laws of the State of Missouri, without regard to its conflict-of-laws rules. Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY], Missouri.

2. DEFINITIONS

For ease of reference, the following terms shall have the meanings set forth below. All defined terms apply equally to singular and plural forms.

“Additional Earnest Money” – See Section 3.3(b).
“Appraisal Contingency” – See Section 3.4(b).
“Business Day” – Any day other than Saturday, Sunday, or a legal holiday observed in Missouri.
“Closing” – See Section 3.8(a).
“Closing Date” – See Section 3.8(a).
“Contingency Period” – Collectively, the Inspection Period, Financing Period, and Appraisal Period.
“Deed” – See Section 3.8(d)(i).
“Earnest Money” – See Section 3.3(a).
“Escrow Agent” – The title company designated in Section 3.2(c).
“Financing Contingency” – See Section 3.4(a).
“Inspection Period” – See Section 3.5(a).
“Losses” – See Section 7.1(a).
“Material Defect” – A condition that would have a significant adverse effect on the value of the Property or present an unreasonable risk to human health or safety.
“Property” – The Real Property together with the Personal Property (if any) described in Section 3.1(b).
“Seller Disclosure Statement” – The Missouri Residential Property Disclosure Statement delivered pursuant to Section 3.6(a).
“Specific Performance” – The equitable remedy described in Section 6.3.

[// GUIDANCE: Add or delete definitions to match deal-specific terms.]

3. OPERATIVE PROVISIONS

3.1 Agreement to Purchase and Sell.

(a) Subject to the terms herein, Seller agrees to sell, and Buyer agrees to purchase, the Property for the Purchase Price (defined below).
(b) Personal Property. The sale includes the fixtures and personal property enumerated on Exhibit B (collectively, the “Personal Property”), free and clear of all liens.

3.2 Purchase Price.

(a) The total purchase price (the “Purchase Price”) is $[AMOUNT].
(b) The Purchase Price shall be paid as follows:
(i) Earnest Money: See Section 3.3;
(ii) Loan Proceeds, if any: See Section 3.4;
(iii) Balance of Cash at Closing: Wire transfer of immediately available funds.
(c) Escrow. All funds shall be held by [NAME OF TITLE COMPANY] (the “Escrow Agent”) in a non-interest-bearing escrow account, unless otherwise required by law.

3.3 Earnest Money.

(a) Initial Deposit. Within [3] Business Days after the Effective Date, Buyer shall deposit $[EARNEST MONEY AMOUNT] (“Earnest Money”) with Escrow Agent.
(b) Additional Earnest Money. If Buyer elects to proceed after the Inspection Period, Buyer shall, on or before the end of the Inspection Period, deposit an additional $[AMOUNT] (“Additional Earnest Money”), if any.
(c) Disposition. Earnest Money shall be applied to the Purchase Price at Closing or disbursed as otherwise provided herein.

[// GUIDANCE: Modify time periods and amounts as desired.]

3.4 Financing and Appraisal Contingencies.

(a) Financing Contingency. Buyer’s obligation is contingent upon Buyer obtaining a written loan commitment for [PERCENT]% of the Purchase Price at market interest rates within [30] calendar days after the Effective Date (the “Financing Period”). Buyer shall use commercially reasonable efforts to secure such financing.
(b) Appraisal Contingency. Buyer may terminate this Agreement if an appraisal obtained by Buyer or Buyer’s lender values the Property at less than the Purchase Price and Buyer and Seller cannot agree to amend the Purchase Price within [5] Business Days following notice (“Appraisal Period”).

3.5 Inspections.

(a) Inspection Period. Buyer shall have [10] Business Days after the Effective Date (“Inspection Period”) to conduct any inspections, tests, or investigations of the Property.
(b) Right to Terminate or Renegotiate. Prior to expiration of the Inspection Period, Buyer may:
(i) accept the Property in its existing condition;
(ii) request that Seller remedy or credit Buyer for Material Defects; or
(iii) terminate this Agreement and receive a refund of Earnest Money.
(c) Access; Restoration. Buyer shall restore the Property to its pre-inspection condition and indemnify Seller from inspection-related damage.

3.6 Statutory and Contractual Disclosures.

(a) Seller Disclosure Statement. Within [5] Business Days after the Effective Date, Seller shall deliver to Buyer a completed Seller Disclosure Statement, disclosing all known material defects as required by Missouri law. Buyer shall have [5] Business Days after receipt to review and, if dissatisfied, terminate this Agreement and receive a refund of Earnest Money.
(b) Lead-Based Paint. If the Improvements were built prior to 1978, Seller shall deliver the federally required Lead-Based Paint Disclosure and EPA pamphlet.
(c) Additional Disclosures. Seller shall deliver any other disclosures required by law, including but not limited to radon, methamphetamine, and flood zone notices, if applicable.

3.7 Title and Survey.

(a) Commitment. Within [7] Business Days after the Effective Date, Seller shall cause Escrow Agent to deliver to Buyer a current title insurance commitment (the “Commitment”) for an ALTA owner’s policy, together with copies of all exceptions.
(b) Objections. Buyer shall have [10] Business Days after receipt of the Commitment and any new survey to deliver written objections. Seller shall have [5] Business Days to cure unacceptable exceptions.
(c) Failure to Cure. If Seller fails to cure, Buyer may (i) accept title as is; or (ii) terminate this Agreement and receive a refund of Earnest Money.
(d) Survey. Buyer may obtain, at Buyer’s expense, an ALTA/NSPS survey.

3.8 Closing.

(a) Closing Date. The consummation of the transactions contemplated hereby (the “Closing”) shall occur on [CLOSING DATE] (the “Closing Date”) at the offices of Escrow Agent or electronically.
(b) Prorations. Real estate taxes, rents, HOA dues, and other customary items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
(c) Closing Costs. Each Party shall pay its own attorneys’ fees. Seller shall pay for the owner’s title policy premium, deed preparation, and transfer taxes. Buyer shall pay loan-related costs and recording fees.
(d) Deliveries at Closing.
(i) Seller to Buyer: (A) General Warranty Deed (“Deed”) conveying good and marketable fee simple title; (B) bill of sale for Personal Property; (C) affidavit of title; and (D) FIRPTA affidavit.
(ii) Buyer to Seller: (A) Purchase Price balance; and (B) assumption documentation, if any.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations and Warranties.

Seller represents and warrants to Buyer that, as of the Effective Date and again on the Closing Date:
(a) Authority. Seller has full power to execute and perform this Agreement.
(b) Title. Seller will convey good and marketable fee simple title to the Real Property, free of all liens other than Permitted Exceptions.
(c) No Condemnation. Seller has not received notice of any eminent domain proceedings.
(d) Compliance. Seller has not received notice of any violation of law that remains uncured.
(e) No Litigation. There is no pending litigation or claim adversely affecting the Property.
(f) Hazardous Materials. Seller has not generated, stored, or disposed of hazardous substances on the Property in violation of applicable law.
(g) Accuracy of Disclosures. The Seller Disclosure Statement is true, complete, and accurate in all material respects.

4.2 Buyer’s Representations and Warranties.

Buyer represents and warrants to Seller that:
(a) Authority; Capacity. Buyer has full power and funds to consummate the transaction.
(b) Not Reliant. Buyer is entering into this Agreement based on Buyer’s own examination of the Property and not on any representation of Seller except as expressly stated herein.
(c) No OFAC. Buyer is not a person or entity with whom U.S. persons are prohibited from dealing under sanctions laws.

4.3 Survival.

Seller’s warranties in Sections 4.1(b), 4.1(c), and 4.1(e) shall survive Closing for [12] months. All other warranties merge into the Deed at Closing.

5. COVENANTS

5.1 Seller’s Covenants.

(a) Operation and Maintenance. Until Closing, Seller shall maintain the Property in substantially the same condition as of the Effective Date, normal wear and tear excepted.
(b) No Transfers or Encumbrances. Seller shall not further encumber the Property, nor enter into any leases, without Buyer’s consent.
(c) Access. Seller shall afford Buyer and Buyer’s representatives reasonable access to the Property for inspections.

5.2 Buyer’s Covenants.

(a) Loan Application. Buyer shall make a complete mortgage application within [5] Business Days after the Effective Date.
(b) Insurance. Buyer shall procure hazard insurance effective as of the Closing Date.
(c) Confidentiality. Buyer shall keep confidential all non-public information obtained during due diligence.

6. DEFAULT; REMEDIES

6.1 Buyer Default.

If Buyer fails to perform any material covenant and does not cure within [5] Business Days after written notice, Seller may terminate this Agreement and retain the Earnest Money as liquidated damages, which shall constitute Seller’s sole and exclusive monetary remedy, it being agreed that Seller’s actual damages would be difficult to ascertain.

6.2 Seller Default.

If Seller fails to perform any material covenant and does not cure within [5] Business Days after written notice, Buyer may elect either:
(a) Termination and refund of Earnest Money plus Buyer’s out-of-pocket due-diligence expenses not to exceed $[CAP]; or
(b) Specific Performance (Section 6.3).

6.3 Equitable Relief.

Nothing herein shall limit either Party’s right to seek specific performance or other equitable relief to enforce the obligations of the other Party. The Parties agree that money damages may be inadequate.

7. RISK ALLOCATION

7.1 Limited Indemnification.

(a) Seller’s Indemnity. Seller shall indemnify and hold Buyer harmless from actual, direct losses, costs, and expenses (collectively, “Losses”) arising out of Seller’s breach of Sections 4.1 or 5.1, capped at the amount of the Earnest Money.
(b) Buyer’s Indemnity. Buyer shall indemnify Seller from Losses arising out of Buyer’s inspections or entry onto the Property, capped at the Earnest Money.
(c) Exclusions. Neither Party shall be liable for consequential, special, or punitive damages.

7.2 Limitation of Liability.

The aggregate monetary liability of either Party under this Agreement shall not exceed the Earnest Money; provided, however, that this limitation does not apply to (i) claims for specific performance; or (ii) fraud or intentional misconduct.

7.3 Insurance.

Seller shall maintain property insurance until Closing. Buyer shall maintain commercial general liability insurance of at least $[AMOUNT] per occurrence during any on-site inspections.

7.4 Force Majeure.

Performance shall be extended to the extent delayed by events beyond the reasonable control of the affected Party, including acts of God, acts of civil authority, or supply-chain disruptions; provided, the affected Party notifies the other within [3] Business Days.

8. DISPUTE RESOLUTION

8.1 Good-Faith Negotiation.

The Parties shall first attempt in good faith to resolve any dispute by negotiation.

8.2 Optional Arbitration.

[ ] Elect Arbitration [ ] Decline Arbitration
If elected and initialed by both Parties, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in the courts specified in Section 1.4.

8.3 Litigation Venue.

If arbitration is not elected, the state courts located in [COUNTY], Missouri shall have exclusive jurisdiction.

8.4 Waiver of Jury Trial.

[INTENTIONALLY OMITTED PER USER INSTRUCTIONS]

8.5 Attorneys’ Fees.

The prevailing Party in any proceeding shall be entitled to recover reasonable attorneys’ fees and costs.

8.6 Interim Relief.

A Party may seek temporary or preliminary injunctive relief, including specific performance, without posting bond.

9. GENERAL PROVISIONS

9.1 Notices. All notices shall be in writing and deemed given when (a) delivered in person; (b) deposited with a nationally recognized overnight courier; or (c) sent by email with confirmation of receipt, to the addresses set forth on the signature pages (or as later designated).

9.2 Entire Agreement; Integration. This Agreement (including all exhibits and schedules) constitutes the entire agreement and supersedes all prior agreements.

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

9.4 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlled by Buyer and formed for the sole purpose of holding title.

9.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force.

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

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is an original, and all of which constitute one instrument. Signatures transmitted by electronic means (e.g., DocuSign or PDF) are deemed originals.

9.8 Time of the Essence. Time is of the essence with respect to all dates and deadlines herein.

9.9 1031 Exchange Cooperation. Either Party may complete a like-kind exchange under 26 U.S.C. § 1031 at no additional cost to the other Party.

10. EXECUTION BLOCK

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

SELLER:

[SELLER LEGAL NAME]
By: _______
Name: _____
Title: ______
Address for Notice:

Email: __________

STATE OF _ )
COUNTY OF ______ ) SS.

On this ___ day of _, 20_, before me appeared _________, known to me to be the person(s) who executed the foregoing instrument and acknowledged that it is executed for the purposes therein stated.

Notary Public
My Commission Expires: ____

BUYER:

[BUYER LEGAL NAME]
By: _______
Name: _____
Title: ______
Address for Notice: