RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT
(State of Montana)
[// GUIDANCE: This template is designed for use in the purchase and sale of a single-family residential property located in the State of Montana. All bracketed text should be reviewed and customized for the specific transaction. Capitalized terms appear in Section 2 (Definitions) and are cross-referenced throughout the Agreement for consistency.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Agreement to Purchase and Sell
- Purchase Price; Earnest Money; Allocation of Closing Costs
- Contingency Periods
- Title, Survey, and Objections
- Condition of Property; Seller Disclosures
- Closing Procedures
- Representations and Warranties
- Covenants
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This Residential Real Estate Purchase and Sale Agreement (the “Agreement”) is made and entered into as of [Effective Date], by and between [Seller Legal Name], a [state and type of entity or “individual”] (“Seller”), and [Buyer Legal Name], a [state and type of entity or “individual”] (“Buyer”).
Recitals
A. Seller is the record owner of certain real property located at [Street Address, City, County, Montana ZIP], together with all improvements thereon and appurtenant rights (collectively, the “Property”).
B. Buyer desires to purchase the Property, and Seller desires to sell the Property, upon the terms and conditions set forth herein.
C. In consideration of the mutual promises herein, the parties agree as follows.
2. DEFINITIONS
For ease of reference, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice versa.
“Appraisal Contingency” – Section 5.3.
“Association” – Any owners’ association affecting the Property.
“Business Day” – Any day other than Saturday, Sunday, or a federal holiday.
“Closing” – The consummation of the transaction described in Section 8.
“Closing Date” – [Closing Date], or such other date as the parties may agree in writing.
“Closing Documents” – All conveyance instruments and other documents required under Section 8.
“Contingency Period” – The collective period(s) described in Section 5.
“Deed” – The warranty deed conveying title to Buyer under Section 8.3(a).
“Due Diligence Documents” – The documents provided under Section 5.1(b).
“Earnest Money” – The deposit described in Section 4.2.
“Financing Contingency” – Section 5.2.
“Inspection Contingency” – Section 5.1.
“Law” – All applicable federal, state, and local statutes, ordinances, regulations, and common law.
“Title Company” – [Name of title company or “a title company reasonably acceptable to the parties”].
3. AGREEMENT TO PURCHASE AND SELL
3.1 Sale of Property. Subject to the terms of this Agreement, Seller agrees to sell and convey and Buyer agrees to purchase the Property.
3.2 Included Personal Property. The sale includes all fixtures and the following personal property, if any: [List or “None”].
3.3 Excluded Property. The following items are expressly excluded from the sale: [List or “None”].
4. PURCHASE PRICE; EARNEST MONEY; ALLOCATION OF CLOSING COSTS
4.1 Purchase Price. The total purchase price (“Purchase Price”) shall be $[__] payable as follows:
a. Earnest Money (credited at Closing): ……………………. $[__]
b. Balance at Closing (by wire transfer): ……………………. $[__]
4.2 Earnest Money.
a. Within [___] Business Days after the Effective Date, Buyer shall deposit the Earnest Money with the Title Company. The Earnest Money shall be held in escrow and applied as provided herein.
b. Interest, if any, shall follow the Earnest Money.
4.3 Allocation of Costs.
a. Seller Costs: preparation of deed, one-half escrow fee, standard owner’s title policy premium, and any mortgage release fees.
b. Buyer Costs: loan charges, recording fees, survey, appraisal, inspection fees, and one-half escrow fee.
c. Real property taxes, dues, and utilities shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
5. CONTINGENCY PERIODS
5.1 Inspection Contingency.
a. Period. Buyer shall have [10–15] Business Days from the Effective Date (the “Inspection Period”) to conduct any inspections.
b. Seller Cooperation. No later than [3] Business Days after the Effective Date, Seller shall provide Buyer with copies of any existing surveys, building permits, warranties, environmental reports, and Association documents (collectively, the “Due Diligence Documents”).
c. Termination or Acceptance. On or before the last day of the Inspection Period, Buyer may:
(i) provide written notice of termination, in which case the Earnest Money shall be refunded; or
(ii) waive this contingency in writing. Failure to deliver notice constitutes waiver.
5.2 Financing Contingency.
a. Buyer’s obligation to close is contingent upon Buyer obtaining a [conventional/FHA/VA] loan in the amount of $[__] on or before [Financing Deadline].
b. Buyer shall apply for the loan within [5] Business Days after the Effective Date and use commercially reasonable efforts to obtain approval.
c. If loan approval is not obtained by the Financing Deadline, Buyer may terminate and receive a refund of the Earnest Money.
5.3 Appraisal Contingency. Property must appraise at or above the Purchase Price. If appraisal is less, Buyer may (i) terminate, (ii) proceed and pay the difference in cash, or (iii) renegotiate Purchase Price.
6. TITLE, SURVEY, AND OBJECTIONS
6.1 Title Commitment. Within [___] Business Days after Effective Date, Seller shall cause the Title Company to deliver to Buyer (a) a current commitment for an ALTA owner’s title insurance policy and (b) copies of all exceptions.
6.2 Survey. Buyer may obtain a current survey of the Property at Buyer’s expense.
6.3 Objection Notice. Buyer shall have [___] Business Days after receipt of the later of the title commitment or survey to object in writing (“Title Objection Notice”). Seller shall have [___] Business Days to cure unacceptable matters; failing which, Buyer may terminate or waive objections.
7. CONDITION OF PROPERTY; SELLER DISCLOSURES
7.1 Seller’s Property Disclosure Statement.
a. No later than [3] Business Days after the Effective Date, Seller shall deliver to Buyer a fully completed Montana Residential Property Disclosure Statement (“Disclosure Statement”).
b. Buyer acknowledges receipt (or shall acknowledge upon receipt) of the Disclosure Statement.
7.2 Lead-Based Paint. If the Property was built prior to 1978, Seller shall provide Buyer with the federally-required disclosure form and EPA pamphlet pursuant to 42 U.S.C. § 4852d.
7.3 Radon Notice. Pursuant to current Montana practice, Seller advises Buyer to test for radon concentrations.
7.4 “As-Is” Sale; Limitations. Except for Seller’s express representations and warranties herein and in the Disclosure Statement, Buyer accepts the Property “AS-IS,” “WHERE-IS,” and with all faults.
8. CLOSING PROCEDURES
8.1 Time and Place. Closing shall occur on the Closing Date at the offices of the Title Company or via remote escrow.
8.2 Closing Deliveries – Seller. Seller shall deliver:
a. Warranty Deed conveying fee simple title, subject only to Permitted Exceptions;
b. Bill of Sale for personal property (if any);
c. Non-foreign affidavit under IRC § 1445;
d. Closing statement and any Association estoppel; and
e. Keys, codes, and access devices.
8.3 Closing Deliveries – Buyer. Buyer shall deliver:
a. Purchase Price balance in immediately available funds;
b. Executed loan documents (if any); and
c. Closing statement.
8.4 Possession. Possession shall transfer to Buyer at Closing [or insert hold-over details].
9. REPRESENTATIONS AND WARRANTIES
9.1 Seller Representations. Seller represents as of the Effective Date and as of Closing that:
a. Authority. Seller has full power and authority to enter into and perform this Agreement.
b. No Violation. Execution does not violate any other agreement or court order.
c. Title. Seller will convey good and marketable title, subject only to Permitted Exceptions.
d. Hazardous Materials. Seller has received no written notice of any uncured violation of environmental Law.
e. Foreign Status. Seller is not a “foreign person” under IRC § 1445.
9.2 Buyer Representations. Buyer represents that:
a. Authority. Buyer has full power and authority to enter into and perform this Agreement.
b. Funds. Buyer has or will have sufficient funds to consummate Closing.
c. No Reliance. Buyer is not relying on any statement not expressly made herein or in the Disclosure Statement.
9.3 Survival. The representations and warranties in this Section 9 shall survive Closing for a period of [12] months.
10. COVENANTS
10.1 Seller Covenants. From the Effective Date through Closing, Seller shall:
a. Maintain the Property in substantially the same condition;
b. Not further encumber the Property; and
c. Provide notice of any material change affecting the Property.
10.2 Buyer Covenants. Buyer shall not enter the Property for intrusive testing without Seller’s prior written consent, which will not be unreasonably withheld.
11. DEFAULT; REMEDIES
11.1 Buyer Default. If Buyer defaults after satisfying or waiving all contingencies, Seller’s sole remedy shall be to retain the Earnest Money as liquidated damages, which the parties acknowledge is a reasonable estimate of Seller’s damages and not a penalty.
11.2 Seller Default. If Seller defaults, Buyer may (i) terminate and receive the Earnest Money plus reasonable out-of-pocket costs not to exceed the Earnest Money amount, or (ii) seek specific performance under Section 12.3.
11.3 Notice and Cure. A non-defaulting party shall give written notice specifying the default, and the defaulting party shall have [5] Business Days to cure (unless such default is failure to close on the Closing Date, for which no cure period is required).
12. RISK ALLOCATION
12.1 Indemnification (Limited). Each party (an “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the Indemnifying Party’s breach of this Agreement. The indemnification obligation shall survive Closing for [12] months and shall not exceed the Earnest Money amount.
12.2 Limitation of Liability. Except for fraud or willful misconduct, each party’s aggregate liability under this Agreement shall be limited to the Earnest Money amount.
12.3 Specific Performance. Because real property is unique, either party shall be entitled to seek specific performance in a state court of competent jurisdiction in Montana, in addition to any other remedies available at Law or in equity, subject to the limitations set forth above.
12.4 Risk of Loss. Risk of loss or damage shall remain with Seller until Closing. If a loss occurs, Buyer may terminate and receive the Earnest Money or proceed with an assignment of insurance proceeds.
12.5 Force Majeure. Performance deadlines shall be extended, but not excused, for events of acts of God, governmental action, or other causes beyond the reasonable control of the affected party, provided written notice is given within [3] Business Days of the event.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to conflicts-of-law principles.
13.2 Forum Selection. Any non-arbitrated action arising out of this Agreement shall be brought exclusively in the state courts located in [County], Montana.
13.3 Arbitration (Optional). At the election of [either party / both parties] made by written notice within ten (10) days after a dispute arises, the dispute shall be resolved by binding arbitration administered by [AAA / JAMS] under its real estate rules. The prevailing party shall be entitled to reasonable attorneys’ fees and costs as determined by the arbitrator.
13.4 Jury Waiver. [Intentionally Omitted.] The parties do not waive the right to a jury trial.
13.5 Injunctive Relief. Nothing herein shall limit a party’s right to seek injunctive relief or specific performance as provided in Section 12.3.
14. GENERAL PROVISIONS
14.1 Notices. All notices shall be in writing and deemed given upon (a) personal delivery, (b) certified mail, return receipt requested, (c) nationally recognized overnight courier, or (d) email with confirmation of receipt, addressed to the parties at the addresses below (or as later designated in writing).
14.2 Entire Agreement; Integration. This Agreement constitutes the entire agreement of the parties and supersedes all prior discussions.
14.3 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.
14.4 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except assignment to an entity controlled by Buyer for estate or tax planning purposes.
14.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force.
14.6 Successors and Assigns. This Agreement binds and benefits 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 an original, and all of which together are one instrument. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed originals.
15. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Seller:
[Seller Legal Name]
By: _____
Name: ____
Title (if entity): ___
Date: ________
[SEAL] (if required)
Buyer:
[Buyer Legal Name]
By: _____
Name: ____
Title (if entity): ___
Date: ________
NOTARY ACKNOWLEDGMENT (if required)
State of Montana )
County of _____ )
On this ___ day of _, 20_, before me, the undersigned, a Notary Public for the State of Montana, personally appeared ______, known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to this instrument, and acknowledged that he/she/they executed the same.
IN WITNESS WHEREOF, I hereunto set my hand and affixed my notarial seal the day and year first above written.
Notary Public for the State of Montana
My Commission Expires: _______
[// GUIDANCE: Attach the Seller’s completed Montana Residential Property Disclosure Statement, Lead-Based Paint Disclosure (if applicable), and any applicable Association documents as separate schedules or exhibits.]