RESIDENTIAL PURCHASE AND SALE AGREEMENT
(Ohio – Single-Family Dwelling)
[// GUIDANCE: This template is drafted to meet core Ohio statutory requirements (e.g., Ohio Rev. Code § 5302.30 Residential Property Disclosure) and federal lead-based paint rules (42 U.S.C. § 4852d). Each bracketed item must be customized. Remove all guidance comments before final execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale Terms
- Conditions Precedent and Contingencies
- Representations and Warranties
- Covenants
- Closing Procedures
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
1.1 Agreement Title. Residential Purchase and Sale Agreement (the “Agreement”).
1.2 Parties.
(a) “Seller”: [SELLER LEGAL NAME], an Ohio [individual / entity] with a mailing address of [ADDRESS].
(b) “Buyer”: [BUYER LEGAL NAME], an Ohio [individual / entity] with a mailing address of [ADDRESS].
1.3 Effective Date. The date on which the last Party executes this Agreement (“Effective Date”).
1.4 Property. The real property located at [STREET ADDRESS, CITY, OH ZIP], together with all improvements, fixtures, and appurtenant rights, more fully described in Exhibit A (the “Property”).
1.5 Consideration & Purpose. Seller desires to sell and Buyer desires to purchase the Property on the terms set forth herein.
1.6 Governing Law & Venue. This Agreement is governed by the laws of the State of Ohio. Any suit arising hereunder shall be filed exclusively in the state courts of [COUNTY], Ohio.
2. DEFINITIONS
Alphabetically listed; capitalized terms have the meanings below:
“Affiliate” – any entity controlling, controlled by, or under common control with a Party.
“Arbitration Election Notice” – a written notice electing binding arbitration under Section 10.2.
“Business Day” – any day other than a Saturday, Sunday, or Ohio-recognized legal holiday.
“Closing” – the consummation of the transaction contemplated herein in accordance with Section 7.
“Closing Date” – the date mutually scheduled under Section 7.1.
“Contingency Period” – the period(s) identified in Section 4.
“Earnest Money” – the deposit defined in Section 3.2.
“Inspection Notice” – Buyer’s written notice under Section 4.2(b).
“Notice” – a communication satisfying Section 11.4.
“Title Company” – [TITLE COMPANY NAME], or any successor escrow agent acceptable to both Parties.
[// GUIDANCE: Add definitions for any additional capitalized terms inserted later.]
3. PURCHASE AND SALE TERMS
3.1 Purchase Price. Buyer shall pay $[AMOUNT] (“Purchase Price”), allocated as follows:
(a) Earnest Money (credited at Closing) ………… $[ ]
(b) Cash balance at Closing …………………….. $[ ]
3.2 Earnest Money. Within three (3) Business Days after the Effective Date, Buyer shall deposit $[AMOUNT] (the “Earnest Money”) with the Title Company, to be held in an interest-bearing escrow account.
3.3 Financing.
(a) Financing Type. [Conventional / FHA / VA / Cash].
(b) Loan Commitment Deadline. Buyer shall furnish written loan commitment by [30] calendar days after the Effective Date.
3.4 Allocation of Closing Costs. Unless otherwise agreed:
(i) Seller: owner’s title policy premium, state conveyance fee, one-half escrow fee, deed preparation.
(ii) Buyer: lender’s title charges, recording fees, survey, one-half escrow fee, loan costs.
3.5 Prorations. Real property taxes, rents, homeowners association (“HOA”) dues, and fuel shall be prorated as of 11:59 p.m. Eastern Time on the Closing Date.
4. CONDITIONS PRECEDENT AND CONTINGENCIES
4.1 Seller Disclosure Obligations.
(a) Residential Property Disclosure Form. Seller shall deliver a fully executed form conforming to Ohio Rev. Code § 5302.30 within [5] days after the Effective Date. Buyer may rescind within three (3) Business Days after receipt.
(b) Lead-Based Paint. For housing built prior to 1978, Seller shall deliver the federally required lead-based paint disclosure and EPA pamphlet.
4.2 Inspections.
(a) Inspection Period. Buyer shall have [10] calendar days after the Effective Date (“Inspection Period”) to conduct any inspections (general, pest, radon, mold, well/septic, etc.).
(b) Inspection Notice & Right to Terminate. Buyer may: (i) accept the Property; (ii) terminate and receive a refund of Earnest Money; or (iii) propose corrective action. Seller has [5] days to respond; failure constitutes refusal.
4.3 Appraisal Contingency. If the appraised value is less than the Purchase Price, Buyer may terminate within [3] days after receiving the appraisal, absent Seller’s agreement to reduce the Purchase Price.
4.4 Title & Survey Review.
(a) Commitment. Seller shall provide a current title commitment within [5] Business Days after the Effective Date.
(b) Objections. Buyer shall object in writing within [10] days of receipt; Seller has [5] days to cure.
4.5 Financing Contingency. Buyer may terminate and recover Earnest Money if Buyer fails to obtain the loan commitment by the deadline under Section 3.3(b), despite good-faith efforts.
4.6 Buyer’s Sale of Existing Residence [OPTIONAL]. Insert, if applicable, a home-sale contingency with specified timelines.
5. REPRESENTATIONS AND WARRANTIES
5.1 Seller’s Representations. Seller represents and warrants to Buyer that, as of the Effective Date and again at Closing:
(a) Authority. Seller has full right, power, and authority to enter into and perform this Agreement.
(b) Title. Seller will convey good and marketable fee simple title by general warranty deed, free of all liens except Permitted Encumbrances.
(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 statutes, ordinances, and codes.
(e) Litigation. No pending legal action would materially impair Seller’s ability to convey the Property.
5.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
(a) Authority & Capacity. Buyer has legal capacity to purchase the Property and perform its obligations.
(b) Funds. Buyer will have sufficient funds at Closing.
(c) Independent Investigation. Buyer has, or will have, independently investigated the Property and is not relying on any representation not expressly set forth herein.
5.3 Survival. The representations and warranties in this Section 5 survive Closing for twelve (12) months.
6. COVENANTS
6.1 Seller’s Covenants. Seller shall:
(a) Maintenance. Maintain the Property in substantially the same condition, reasonable wear excepted.
(b) Utilities. Keep utilities active through the earlier of Closing or possession transfer.
(c) Access. Provide reasonable access for Buyer’s inspections, appraisal, and walk-through.
6.2 Buyer’s Covenants. Buyer shall:
(a) Diligence. Conduct inspections without damaging the Property and promptly restore any disturbance.
(b) Insurance. Obtain hazard insurance effective no later than Closing.
(c) Confidentiality. Keep confidential all non-public information obtained during due diligence.
7. CLOSING PROCEDURES
7.1 Closing Date. The Closing shall occur on [DATE] (or such other date mutually agreed) at the offices of the Title Company or via remote escrow.
7.2 Seller’s Deliveries.
(a) General warranty deed duly executed and notarized.
(b) Affidavit of title, IRS Form W-9, FIRPTA affidavit.
(c) Keys, alarm codes, garage openers, and HOA documents.
7.3 Buyer’s Deliveries.
(a) Purchase Price balance by wire transfer.
(b) Loan documents and closing disclosures (if financed).
7.4 Possession. Seller shall deliver vacant possession no later than [TIME] on the Closing Date.
7.5 Recording. The deed shall be recorded in the county land records upon receipt of all funds.
8. DEFAULT; REMEDIES
8.1 Buyer Default. If Buyer fails to close without excusable cause:
(a) Seller’s Sole Remedy. Seller may terminate and retain the Earnest Money as liquidated damages, the Parties acknowledging actual damages are difficult to ascertain.
8.2 Seller Default. If Seller fails to close or breaches a material covenant:
(a) Buyer Remedies. Buyer may (i) seek specific performance, and/or (ii) terminate and receive a refund of Earnest Money plus actual, documented out-of-pocket costs not to exceed $[CAP].
8.3 Notice & Cure. A Party alleging default shall first give written Notice describing the breach. The breaching Party has five (5) Business Days to cure before remedies attach, except that failure to close on time is an immediate default.
8.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall recover reasonable attorneys’ fees and costs.
9. RISK ALLOCATION
9.1 Limited Indemnification.
(a) Seller Indemnity. Seller shall indemnify Buyer from direct damages arising from Seller’s breach of Section 5, capped at the Earnest Money amount.
(b) Buyer Indemnity. Buyer shall indemnify Seller from direct damages arising from Buyer’s on-site activities during inspections, capped at the Earnest Money amount.
9.2 Limitation of Liability. Except for fraud or willful misconduct, each Party’s aggregate liability under this Agreement shall not exceed the Earnest Money.
9.3 Risk of Loss. Risk of loss from casualty or condemnation remains with Seller until Closing. Buyer may terminate if restoration exceeds [AMOUNT OR %] of Purchase Price.
9.4 Force Majeure. No Party shall be liable for delays caused by events beyond its reasonable control (e.g., acts of God, governmental orders, pandemics); Closing shall be extended for up to fifteen (15) days.
10. DISPUTE RESOLUTION
10.1 Good-Faith Negotiation. The Parties shall attempt in good faith to resolve disputes informally for ten (10) days before proceeding under Sections 10.2 or 10.3.
10.2 Optional Arbitration.
(a) Election. Either Party may elect binding arbitration by delivering an Arbitration Election Notice within fifteen (15) days after the negotiation period.
(b) Rules. Arbitration shall be administered by the American Arbitration Association under its Residential Real Estate Arbitration Rules.
(c) Location. [COUNTY], Ohio.
(d) Injunctive Relief. The arbitrator may order specific performance consistent with Section 8.2.
10.3 Litigation. If arbitration is not elected, disputes shall be resolved exclusively in the state courts specified in Section 1.6. JURY TRIAL IS NOT WAIVED.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement and supersedes all prior understandings.
11.2 Amendments. Any amendment must be in a writing signed by both Parties.
11.3 Assignment. No Party may assign this Agreement without the other Party’s prior written consent, except Buyer may assign to an entity under common control for financing purposes upon Notice to Seller.
11.4 Notices. All Notices must be in writing and delivered by (i) personal delivery, (ii) certified U.S. mail (return receipt requested), (iii) nationally recognized overnight courier, or (iv) electronic mail with receipt acknowledgment. Notice is effective upon delivery or refusal.
11.5 Severability. If any provision is invalid, the remaining provisions remain in effect, and the invalid provision shall be reformed to the minimum extent necessary to comply with applicable law.
11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each deemed an original, and signatures transmitted electronically (e.g., PDF, DocuSign) are binding under Ohio’s UETA, Ohio Rev. Code §§ 1306.01-.23.
11.7 Successors and Assigns. This Agreement binds and benefits the Parties and their permitted successors and assigns.
11.8 Time of Essence. Time is of the essence for all dates and deadlines.
11.9 Further Assurances. Each Party shall execute additional documents reasonably necessary to carry out the intent of this Agreement.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER NAME]
Date: ________
BUYER:
[BUYER NAME]
Date: ________
[// GUIDANCE: For entities, add signature lines with officer titles and corporate authority language.]
STATE OF OHIO )
COUNTY OF [ ] ) SS:
Before me, a Notary Public, personally appeared the above-named [Seller] who acknowledged the foregoing instrument.
Notary Public
My Commission Expires: _____
[Duplicate acknowledgment for Buyer if required by Title Company.]
13. EXHIBITS & SCHEDULES
Exhibit A – Legal Description of Property
Exhibit B – Residential Property Disclosure Form (ORC § 5302.30)
Exhibit C – Lead-Based Paint Disclosure & EPA Pamphlet Acknowledgment
Exhibit D – Buyer Inspection Response (Blank Form)
Schedule 1 – Permitted Encumbrances (if any)
[// GUIDANCE: Verify local county recording formalities (margins, font size, transfer tax statements) before recording the deed. Consider adding HOA addenda, well/septic addenda, or other state-required forms as applicable.]