RESIDENTIAL PURCHASE AND SALE AGREEMENT
(State of New Jersey)
[// GUIDANCE: This template is drafted to satisfy common New Jersey residential‐transaction practices, including the mandatory three-day “Attorney Review Clause,” Seller disclosure obligations, contingency periods, and customary closing mechanics. All bracketed items require client-specific input and attorney review.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale; Earnest Money
- Contingencies
- Representations and Warranties
- Covenants
- Closing Procedures
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. 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 [STATE][ENTITY TYPE] (“Seller”); and
(b) [BUYER LEGAL NAME], a [STATE][ENTITY TYPE or “individual”] (“Buyer”).
1.2 Property.
Seller agrees to sell, and Buyer agrees to purchase, the real property located at [PROPERTY ADDRESS], County of [COUNTY], State of New Jersey, Tax Block/Lot No. [BLOCK/LOT], together with all improvements, fixtures, and appurtenances (collectively, the “Property”).
1.3 Purchase Price.
The total purchase price is [PURCHASE PRICE] U.S. Dollars (“Purchase Price”), payable as set forth in Section 3.
1.4 Governing Law and Venue.
This Agreement shall be governed by the real estate laws of the State of New Jersey without regard to conflict-of-laws rules. Any litigation shall be filed exclusively in the state courts sitting in [COUNTY] County, New Jersey.
1.5 Attorney Review Clause (Mandatory).
THIS CONTRACT IS BINDING UPON THE PARTIES WHEN BOTH SELLER AND BUYER HAVE SIGNED IT. HOWEVER, BY NEW JERSEY LAW, THE PARTIES HAVE THREE (3) BUSINESS DAYS FROM THE DATE OF FINAL ACCEPTANCE TO HAVE AN ATTORNEY REVIEW THIS CONTRACT. DURING THAT TIME, EITHER PARTY’S ATTORNEY MAY CANCEL THE CONTRACT BY DELIVERING WRITTEN NOTICE OF DISAPPROVAL TO THE OTHER PARTY OR THE OTHER PARTY’S ATTORNEY. IF SUCH NOTICE IS NOT GIVEN WITHIN THE THREE-DAY PERIOD, THIS CONTRACT SHALL BE FULLY BINDING.
2. DEFINITIONS
For ease of reference, capitalized terms have the meanings set forth below.
“Appraisal Contingency Period” – The period ending at 11:59 p.m. Eastern Time on the date [NUMBER] days after the Effective Date.
“Business Day” – Any day other than Saturday, Sunday, or New Jersey state-recognized legal holiday.
“Closing” – The consummation of the transaction described herein, anticipated to occur on the Closing Date at the Closing Location.
“Closing Date” – [CLOSING DATE], or such other date as the Parties may mutually agree in writing.
“Closing Location” – The office of [TITLE COMPANY/ATTORNEY] or such other location (including remote/virtual) as the Parties designate.
“Earnest Money” – The deposit described in Section 3.2.
“Inspection Contingency Period” – The period ending at 11:59 p.m. Eastern Time on the date [NUMBER] days after the Effective Date.
“Lender” – The institutional or private mortgage lender selected by Buyer.
“Title Company” – [TITLE COMPANY NAME], to act as escrow/settlement agent unless replaced by mutual written agreement.
[// GUIDANCE: Add or delete defined terms as the transaction dictates.]
3. PURCHASE AND SALE; EARNEST MONEY
3.1 Purchase Price Allocation.
(a) Earnest Money (applied at Closing) …………………….. $ [AMOUNT]
(b) Additional Deposit (if any) ……………………………… $ [AMOUNT]
(c) Balance at Closing (certified funds/wire) ………… $ [AMOUNT]
3.2 Earnest Money.
(a) Within [THREE (3)] Business Days after the Effective Date, Buyer shall deliver the Earnest Money to the Title Company, to be held in a non-interest-bearing escrow account.
(b) Earnest Money shall be credited to the Purchase Price at Closing or disbursed as provided herein.
3.3 Financing.
Buyer shall promptly apply for a mortgage loan in an amount not to exceed [LOAN AMOUNT OR “__% of Purchase Price”] on terms not less favorable than [INTEREST RATE]% fixed for [TERM] years. Buyer shall provide Seller with written loan commitment on or before the Financing Contingency Deadline (Section 4.1).
4. CONTINGENCIES
4.1 Financing Contingency.
Buyer’s obligation to close is contingent upon Buyer obtaining a written loan commitment on or before [FINANCING CONTINGENCY DEADLINE], failing which Buyer may cancel by written notice to Seller, and Earnest Money shall be returned to Buyer.
4.2 Inspection Contingency.
(a) Buyer may, at Buyer’s expense, obtain inspections (general, structural, mechanical, radon, wood-destroying insects, environmental, etc.) during the Inspection Contingency Period.
(b) Buyer may:
(i) accept the Property “as-is”;
(ii) terminate this Agreement; or
(iii) provide Seller with a written request for repairs.
(c) If Seller and Buyer do not reach written agreement within [NUMBER] Business Days after Seller’s receipt of Buyer’s repair request, either Party may terminate.
4.3 Appraisal Contingency.
If the Property appraises for less than the Purchase Price, Buyer may terminate or renegotiate; failure to give notice within the Appraisal Contingency Period constitutes waiver.
4.4 Sale of Buyer’s Property (Optional).
[PLACEHOLDER—Insert if applicable.]
4.5 Title Contingency.
Buyer shall have until [NUMBER] days prior to Closing to review the Title Commitment. Seller shall cure any monetary liens and other Title Objections that can be cured by payment at Closing.
4.6 Homeowner’s Association (if any).
Seller shall deliver HOA governing documents within [NUMBER] days. Buyer may cancel within five (5) Business Days of receipt.
5. REPRESENTATIONS AND WARRANTIES
5.1 Mutual Representations.
(a) Authority; Enforceability. Each Party has full power and authority to execute and perform this Agreement.
(b) No Conflict. Execution and performance do not violate any agreement or court order binding upon such Party.
5.2 Seller’s Representations.
Seller represents, as of the Effective Date and on the Closing Date:
(a) Legal Ownership. Seller is the sole legal owner of the Property.
(b) No Outstanding Contracts. No unrecorded leases, options, or contracts affect the Property other than those disclosed in Schedule 5.2(b).
(c) Compliance; Permits. To Seller’s knowledge, the Property and its current use comply with all applicable laws and zoning ordinances.
(d) Hazardous Materials. Seller has received no written notice of any environmental claim or contamination on the Property.
(e) Property Disclosure. Seller has furnished to Buyer a completed New Jersey Seller’s Property Condition Disclosure Statement (the “Disclosure Statement”) and any applicable lead-based paint disclosure in conformity with 42 U.S.C. § 4852d.
5.3 Buyer’s Representations.
(a) Funds. Buyer has, or will have at Closing, sufficient funds as required herein.
(b) Intended Use. Buyer intends to use the Property for residential purposes only.
5.4 Survival.
The representations and warranties in Sections 5.2 and 5.3 shall survive Closing for a period of [ONE (1)] year, except Section 5.2(e) (environmental) which shall survive indefinitely.
6. COVENANTS
6.1 Seller’s Pre-Closing Covenants.
(a) Maintenance. Seller shall maintain the Property in substantially the same condition as of the Effective Date, reasonable wear and tear excepted.
(b) Casualty/Insurance. Risk of loss remains with Seller until Closing.
(c) Access. Seller shall afford Buyer and Buyer’s inspectors reasonable access to the Property with at least [24] hours’ notice.
6.2 Buyer’s Covenants.
(a) Good Faith Efforts. Buyer shall pursue financing diligently.
(b) Confidentiality. Buyer shall not disclose inspection reports except as required by law.
7. CLOSING PROCEDURES
7.1 Closing Deliverables.
(a) Seller shall deliver:
(i) Bargain and Sale Deed with Covenants Against Grantor’s Acts, duly executed and acknowledged;
(ii) Affidavit of Title;
(iii) Bill of Sale for personal property (if any);
(iv) Keys, codes, and access devices;
(v) Foreign Investment in Real Property Tax Act (“FIRPTA”) affidavit; and
(vi) Any additional documents reasonably required by the Title Company.
(b) Buyer shall deliver:
(i) Balance of the Purchase Price by wire transfer;
(ii) Lender’s closing documents (if any); and
(iii) Acknowledgment of receipt of Seller’s deliverables.
7.2 Prorations and Adjustments.
Real estate taxes, HOA dues, utilities, fuel oil/propane, and rents (if any) shall be prorated as of 11:59 p.m. the day before Closing. Water and sewer charges shall be paid in accordance with municipal requirements.
7.3 Recording; Possession.
Upon recording of the deed and release of funds, possession shall transfer to Buyer no later than [TIME] on the Closing Date.
8. DEFAULT; REMEDIES
8.1 Buyer Default.
If Buyer defaults after satisfaction or waiver of contingencies:
(a) Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages; and
(b) Seller waives all other legal and equitable remedies against Buyer.
8.2 Seller Default.
If Seller defaults:
(a) Buyer may elect (i) termination and return of Earnest Money plus Buyer’s actual third-party costs not to exceed $[CAP], or (ii) specific performance of this Agreement; and
(b) Buyer’s election of one remedy shall be exclusive.
8.3 Notice and Cure.
A non-defaulting Party must give written notice of default and a [SEVEN (7)]-day cure period before exercising remedies.
8.4 Attorneys’ Fees.
The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.
9. RISK ALLOCATION
9.1 Limited Indemnification.
(a) Seller shall indemnify Buyer for losses arising from breach of Seller’s representations, capped at the amount of the Purchase Price and subject to the survival period in Section 5.4.
(b) Buyer shall indemnify Seller for losses arising from Buyer’s entry onto the Property prior to Closing.
9.2 Limitation of Liability.
Except for fraud or willful misconduct, each Party’s aggregate liability shall not exceed the Earnest Money actually held or, post-Closing, the Purchase Price.
9.3 Insurance.
Seller shall maintain existing hazard insurance through Closing. Buyer is advised to obtain homeowner’s insurance effective as of Closing.
9.4 Force Majeure.
Neither Party shall be liable for failure to perform caused by events beyond its reasonable control (e.g., acts of God, government action, pandemic). Either Party may extend deadlines for up to [15] days; thereafter, either Party may terminate.
10. DISPUTE RESOLUTION
10.1 Negotiation.
The Parties shall first attempt in good faith to resolve disputes through informal negotiations for at least ten (10) Business Days.
10.2 Mediation (Optional).
[PLACEHOLDER—Insert mediation clause if desired.]
10.3 Arbitration (Optional).
[IF ELECTED] Any dispute not resolved under Section 10.1 shall be submitted to binding arbitration administered by the American Arbitration Association under its Residential Real Estate Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
10.4 Litigation.
If arbitration is not elected, disputes shall be resolved exclusively in the New Jersey Superior Court, [COUNTY] Vicinage. THE PARTIES EXPRESSLY DO NOT WAIVE THE RIGHT TO TRIAL BY JURY.
10.5 Specific Performance.
The Parties acknowledge that real property is unique and agree that specific performance is an available remedy for Seller default under Section 8.2.
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, except to an entity controlled by Buyer for estate-planning purposes.
11.3 Successors and Assigns.
This Agreement binds and benefits the Parties and their respective permitted successors and assigns.
11.4 Severability.
If any provision is held invalid, the remaining provisions shall remain enforceable and shall be interpreted to effectuate the Parties’ intent.
11.5 Integration.
This Agreement, together with referenced schedules and exhibits, constitutes the entire understanding of the Parties and supersedes all prior discussions.
11.6 Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts, each of which is deemed an original, and may be signed electronically.
11.7 Notice.
All notices must be in writing and delivered (a) personally; (b) by certified mail, return receipt requested; (c) by nationally recognized overnight courier; or (d) by email with confirmation of receipt, to the addresses set forth below or as later modified by notice. Notice is effective upon receipt.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
SELLER:
[SELLER NAME]
Address: [SELLER ADDRESS]
Email: [SELLER EMAIL]
BUYER:
[BUYER NAME]
Address: [BUYER ADDRESS]
Email: [BUYER EMAIL]
[// GUIDANCE: Attach notary acknowledgments, witness lines, or corporate authority certificates as required by client circumstances and Title Company instructions.]
EXHIBIT A
Legal Description of the Property
[INSERT OR ATTACH DEED DESCRIPTION]
EXHIBIT B
Seller’s Property Condition Disclosure Statement
[COMPLETE AND ATTACH]
EXHIBIT C
Lead-Based Paint Disclosure (for homes built prior to 1978)
[COMPLETE AND ATTACH]
EXHIBIT D
Loan Commitment (supplied by Buyer’s Lender upon issuance)
[// GUIDANCE: Always review local recording rules, municipal certificates of occupancy, smoke detector/carbon monoxide compliance requirements, flood-zone disclosures, and well/septic certifications where applicable before scheduling Closing.]