RESIDENTIAL PURCHASE AND SALE AGREEMENT
(New York)
[// GUIDANCE: This template is drafted for the purchase and sale of a fee-simple interest in a single-family residential property located in New York State. Confirm local county customs and any municipal transfer tax requirements (e.g., NYC, Yonkers) before finalizing.]
TABLE OF CONTENTS
- Definitions
- Purchase and Sale; Purchase Price; Earnest Money
- Conditions Precedent and Contingency Periods
- Closing; Deliveries; Prorations
- Representations and Warranties
- Covenants Prior to Closing
- Disclosure Compliance
- Risk Allocation; Indemnification; Insurance
- Default; Remedies
- Dispute Resolution; Governing Law
- General Provisions
- Signatures; Notary Acknowledgment
1. DEFINITIONS
For ease of reference, the following capitalized terms shall have the meanings set forth below and shall apply equally to singular and plural forms:
“Agreement” means this Residential Purchase and Sale Agreement, including all Exhibits, Schedules, and the Disclosure Statement.
“Arbitration Election Notice” has the meaning set forth in Section 10.2.
“Broker” means each real estate broker identified on the signature page.
“Business Day” means any day other than Saturday, Sunday, or a legal holiday in the State of New York.
“Buyer” means [BUYER LEGAL NAME], [a [n] individual(s) / a [n] limited liability company / corporation] with an address at [ADDRESS].
“Closing” has the meaning set forth in Section 4.1.
“Closing Date” means [DATE], or such other date as the Parties may mutually agree in writing.
“Contingency Period” has the meaning set forth in Section 3.1.
“Deed” means the bargain-and-sale deed with covenant against grantor’s acts (or other deed form customarily used in the Property’s county) conveying fee-simple title to the Property.
“Earnest Money” means the deposit described in Section 2.3.
“Inspection Contingency” has the meaning set forth in Section 3.2(a).
“Law” means any federal, state, or local statute, ordinance, rule, or regulation applicable to the Property or the transactions contemplated hereby.
“Party” or “Parties” means, individually, Buyer or Seller, and collectively, Buyer and Seller.
“Property” means the real property commonly known as [STREET ADDRESS, CITY, COUNTY, NY ZIP], together with all improvements, fixtures, and appurtenant rights.
“Purchase Price” has the meaning set forth in Section 2.2.
“Seller” means [SELLER LEGAL NAME], [a [n] individual(s) / a [n] limited liability company / corporation] with an address at [ADDRESS].
“Title Company” means [TITLE COMPANY], or such other title insurer acceptable to both Parties.
[// GUIDANCE: Add additional defined terms as needed; keep alphabetical order.]
2. PURCHASE AND SALE; PURCHASE PRICE; EARNEST MONEY
2.1 Agreement to Sell and Purchase. Seller agrees to sell, and Buyer agrees to purchase, the Property on the terms and conditions set forth herein.
2.2 Purchase Price. The total purchase price for the Property shall be [WRITE DOLLAR AMOUNT] U.S. Dollars (“Purchase Price”), payable as follows:
(a) Earnest Money credited at Closing;
(b) Balance due in immediately available funds at Closing.
2.3 Earnest Money.
(a) Within ___ Business Days after the Effective Date, Buyer shall deposit [AMOUNT] (the “Earnest Money”) with the Title Company, to be held in escrow.
(b) The Earnest Money shall be applied to the Purchase Price at Closing or disbursed as provided in Section 9.3 upon default.
(c) Interest, if any, earned on the Earnest Money shall be credited to the Party entitled to the Earnest Money.
2.4 Allocation of Purchase Price. Buyer may allocate the Purchase Price among real property, personal property, and other categories for tax purposes; Seller shall reasonably cooperate and execute IRS Form 8594 if requested.
3. CONDITIONS PRECEDENT AND CONTINGENCY PERIODS
3.1 Contingency Period Defined. The period beginning on the Effective Date and expiring at 11:59 p.m. ET on the ___ calendar day thereafter (the “Contingency Period”) shall permit Buyer to complete all due diligence investigations.
3.2 Buyer’s Contingencies.
(a) Inspection Contingency. Buyer’s obligation to close is conditioned on Buyer’s satisfaction, in Buyer’s sole discretion, with the physical condition of the Property following inspections.
(b) Financing Contingency. Buyer shall have until the end of the Contingency Period to obtain a written mortgage commitment for at least ___% of the Purchase Price at prevailing market terms.
(c) Appraisal Contingency. Buyer may terminate if an appraisal obtained by Buyer or Buyer’s lender values the Property at less than the Purchase Price.
(d) Title Contingency. Buyer’s obligation is subject to receipt of a commitment for an owner’s title insurance policy, subject only to Permitted Exceptions.
3.3 Seller’s Deliverables During Contingency Period. Within ___ Business Days after the Effective Date, Seller shall provide Buyer copies of: (i) most recent real estate tax bills; (ii) any surveys; (iii) certificates of occupancy; (iv) utility bills for the previous 12 months; (v) leases or licenses affecting the Property; and (vi) all known governmental notices.
3.4 Waiver or Failure of Contingencies. Buyer may waive any contingency by written notice to Seller. If Buyer fails to deliver a termination notice before the Contingency Period expires, all contingencies shall be deemed waived except as otherwise expressly stated.
4. CLOSING; DELIVERIES; PRORATIONS
4.1 Closing. The closing of the transaction (“Closing”) shall occur on the Closing Date at [LOCATION] or by remote exchange of documents acceptable to the Parties and Title Company.
4.2 Seller’s Closing Deliveries.
(a) Duly executed Deed;
(b) Transfer tax forms (TP-584, RP-5217) duly executed;
(c) Non-Foreign Affidavit (FIRPTA) or proof of withholding;
(d) Keys, access codes, and instruction manuals;
(e) Original, executed Property Condition Disclosure Statement or $500 credit (see Section 7.1).
4.3 Buyer’s Closing Deliveries.
(a) Balance of Purchase Price;
(b) Executed mortgage documents (if applicable);
(c) Counterparts of any statements or forms required for transfer or recording.
4.4 Prorations and Closing Adjustments.
(a) Real estate taxes, condominium/common charges (if any), rents, fuel oil/propane, and other customary items shall be prorated as of 11:59 p.m. ET on the day preceding Closing.
(b) Water/sewer shall be read and paid through Closing.
(c) Transfer Taxes. Seller shall pay New York State Transfer Tax pursuant to N.Y. Tax Law § 1402. Buyer shall pay Mansion Tax, if applicable, and any mortgage recording tax.
4.5 Possession. Possession shall be delivered to Buyer at Closing, broom-clean and free of occupants unless otherwise stated in a separate occupancy agreement.
5. REPRESENTATIONS AND WARRANTIES
5.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing:
(a) Authority. Seller has full power to enter into and perform this Agreement.
(b) Title. Seller owns good and marketable fee-simple title to the Property, free and clear of all liens, mortgages, and encumbrances except those to be satisfied at Closing and Permitted Exceptions.
(c) No Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.
(d) Compliance. To Seller’s Knowledge, the Property is in compliance with applicable Laws.
(e) No Litigation. There is no pending litigation affecting the Property.
(f) Environmental. Seller has not received written notice of any environmental violations.
5.2 Buyer’s Representations. Buyer represents and warrants to Seller:
(a) Authority and Funds. Buyer has authority and funds or financing to consummate the transaction.
(b) Due Diligence. Buyer is an informed purchaser and has or will independently investigate the Property.
5.3 Survival. All representations and warranties shall survive Closing for a period of ___ months, except the representation regarding Seller’s authority, which shall survive indefinitely.
6. COVENANTS PRIOR TO CLOSING
6.1 Seller’s Covenants. Until Closing, Seller shall:
(a) Operate and maintain the Property in substantially the same manner;
(b) Not enter into new leases or service contracts without Buyer’s consent;
(c) Provide Buyer and its agents reasonable access for inspections upon 24-hour notice.
6.2 Buyer’s Covenants. Buyer shall:
(a) Conduct inspections in a workmanlike manner, restoring any disturbance;
(b) Indemnify Seller for third-party claims arising from Buyer’s entry, subject to Section 8.1 limitations.
7. DISCLOSURE COMPLIANCE
7.1 New York Property Condition Disclosure Act.
(a) Seller shall deliver to Buyer a completed and signed Property Condition Disclosure Statement in the statutory form provided under N.Y. Real Prop. Law § 462 (McKinney 2023) at or before Buyer’s signing of this Agreement.
(b) If Seller fails to so deliver, Seller shall credit Buyer $500 at Closing pursuant to N.Y. Real Prop. Law § 465(1) (McKinney 2023).
7.2 Lead-Based Paint Disclosure. For dwellings built prior to January 1, 1978, Seller shall provide Buyer with the federally required lead-based paint disclosure and EPA pamphlet.
7.3 Smoke Alarm & Carbon Monoxide. Prior to Closing, Seller shall certify compliance with N.Y. Exec. Law § 378 and local ordinances requiring operational smoke and carbon monoxide detectors.
8. RISK ALLOCATION; INDEMNIFICATION; INSURANCE
8.1 Limited Indemnification. Each Party (“Indemnitor”) shall indemnify, defend, and hold harmless the other Party and its affiliates from third-party claims arising from (i) Indemnitor’s breach of this Agreement, or (ii) personal injury or property damage caused by Indemnitor’s negligence or willful misconduct in connection with the Agreement, provided that total liability of an Indemnitor under this Section shall not exceed the Earnest Money.
8.2 Insurance. Buyer shall obtain, effective no later than Closing, property insurance on an “all risks” basis in an amount not less than the full replacement cost of the improvements.
8.3 Risk of Loss. Risk of loss shall remain with Seller until Closing. In case of material casualty, Buyer may terminate and receive return of Earnest Money or elect to proceed with an assignment of insurance proceeds.
8.4 Force Majeure. Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, excluding payment obligations. Either Party may extend performance dates by the period of delay, not to exceed ___ days.
9. DEFAULT; REMEDIES
9.1 Buyer Default. If Buyer fails to close after satisfying or waiving all contingencies, and Seller is ready, willing, and able to perform, Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages, it being impossible to ascertain Seller’s exact damages. Seller waives all other legal and equitable remedies including specific performance.
9.2 Seller Default. If Seller fails to perform any covenant or deliver marketable title, Buyer may (i) terminate and receive a prompt refund of Earnest Money plus reimbursement of out-of-pocket due diligence costs up to $_____, or (ii) seek specific performance and associated costs and attorneys’ fees.
9.3 Notice and Opportunity to Cure. Except for failure to close on the Closing Date, a Party asserting default must deliver a written notice specifying the default and allow ___ Business Days to cure before exercising remedies.
9.4 Attorneys’ Fees. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.
10. DISPUTE RESOLUTION; GOVERNING LAW
10.1 Governing Law; Forum Selection. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to conflicts principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY], New York, and each Party consents to such jurisdiction and venue.
10.2 Optional Arbitration. At any time after a dispute arises, either Party may deliver a written notice (“Arbitration Election Notice”) proposing binding arbitration under the Commercial Rules of the American Arbitration Association sitting in [COUNTY], New York. Arbitration shall proceed only if the other Party delivers written consent within ten (10) Business Days. If both Parties so elect, judgment on the award may be entered in any court of competent jurisdiction.
10.3 Injunctive Relief. The Parties acknowledge that the Property is unique and agree that specific performance is an appropriate remedy in the event of Seller Default, subject to Section 9.2. Nothing herein limits a Party’s right to seek provisional injunctive relief to preserve the status quo.
10.4 Jury Trial. No jury-trial waiver is included; each Party retains its constitutional right to a jury trial.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement between the Parties and supersedes all prior understandings.
11.2 Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by the Party against whom enforcement is sought. Waiver of a breach does not waive any other or subsequent breach.
11.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an affiliate controlled by Buyer provided Buyer remains liable.
11.4 Severability. Any provision held invalid shall be severed and the remainder enforced to the fullest extent permitted by Law.
11.5 Notices. All notices shall be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by email with confirmed receipt, to the addresses set forth above.
11.6 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
11.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed original.
11.8 1031 Exchange Cooperation. Either Party may structure the transaction as a tax-deferred exchange under 26 U.S.C. § 1031 at no cost or liability to the other Party.
11.9 Time of the Essence. Time is of the essence with respect to all dates and deadlines set forth herein.
12. SIGNATURES; NOTARY ACKNOWLEDGMENT
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: _____
Name: _____
Title (if applicable): ____
Date: ________
BUYER:
[BUYER LEGAL NAME]
By: _____
Name: _____
Title (if applicable): ____
Date: ________
BROKER ACKNOWLEDGMENT (if any):
[LICENSED REAL ESTATE BROKER]
[// GUIDANCE: Attach standard New York notary acknowledgment if recording is required; verify county formatting requirements.]
EXHIBITS (List for Future Attachment)
A. Legal Description of the Property
B. Property Condition Disclosure Statement
C. Lead-Based Paint Disclosure (if applicable)
D. Form of Bargain-and-Sale Deed
E. Title Commitment Requirements
[// GUIDANCE: Prior to execution, confirm (i) complete insertion of all bracketed placeholders, (ii) alignment with local bar association forms, and (iii) consistency with lender requirements, FHA/VA addenda, or condominium/co-op riders if applicable.]