RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT
(State of Oregon)
[// GUIDANCE: This template is drafted for use in the State of Oregon. Replace all bracketed placeholders before execution. Confirm that any additional state- or locality-specific disclosures are attached.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale of Property
- Purchase Price; Earnest Money; Financing
- Conditions Precedent and Contingencies
- Closing and Possession
- Representations and Warranties
- Covenants
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- Miscellaneous / General Provisions
- Execution Blocks
1. DOCUMENT HEADER
1.1 Parties.
This Residential Real Estate Purchase and Sale Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
a. [SELLER LEGAL NAME], a [STATE OF FORMATION AND ENTITY TYPE / INDIVIDUAL], with a mailing address of [SELLER ADDRESS] (“Seller”); and
b. [BUYER LEGAL NAME], a [STATE OF FORMATION AND ENTITY TYPE / INDIVIDUAL], with a mailing address of [BUYER ADDRESS] (“Buyer”).
Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
1.2 Property.
Seller agrees to sell and Buyer agrees to purchase the real property commonly known as [STREET ADDRESS], located in the County of [COUNTY], State of Oregon, legally described on Exhibit A attached hereto (the “Real Property”), together with all improvements thereon, rights, privileges, easements, fixtures, and appurtenances (collectively with the Real Property, the “Property”).
1.3 Recitals.
WHEREAS, Seller is the lawful owner of the Property and desires to sell the same to Buyer; and
WHEREAS, Buyer desires to purchase the Property from Seller on 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.
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear alphabetically.
“Appraisal Contingency Period” – the period described in Section 5.3.
“Closing” – the consummation of the transaction as provided in Section 6.
“Closing Date” – the date on which Closing occurs, as scheduled pursuant to Section 6.1.
“Contingency Period” – collectively, the Inspection Contingency Period, Appraisal Contingency Period, and Financing Contingency Period.
“Earnest Money” – the deposit described in Section 4.2.
“Financing Contingency Period” – the period described in Section 4.4.
“Inspection Contingency Period” – the period described in Section 5.2.
“Knowledge” – actual knowledge of the Party’s executive officers or, if an individual, the Party personally, without duty of inquiry.
“Oregon Disclosure Law” – OR. REV. STAT. § 105.464 and related statutes requiring seller property condition disclosure.
“Purchase Price” – the consideration for the Property, set forth in Section 4.1.
[// GUIDANCE: Add or remove defined terms as needed. Ensure all capitalized terms are used consistently.]
3. PURCHASE AND SALE OF PROPERTY
3.1 Agreement to Sell and Transfer.
Subject to the terms, covenants, conditions, and contingencies herein, Seller shall sell, convey, and transfer to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Property.
3.2 Personal Property.
The sale includes the items of personal property identified on Exhibit B (the “Included Personal Property”) and excludes the items listed on Exhibit C (the “Excluded Personal Property”).
3.3 Title.
Title shall be delivered in fee simple, marketable and insurable, subject only to Permitted Exceptions (as defined in Section 5.1).
4. PURCHASE PRICE; EARNEST MONEY; FINANCING
4.1 Purchase Price.
The total purchase price for the Property is [PURCHASE PRICE IN USD] (the “Purchase Price”), payable as follows:
a. Earnest Money (Section 4.2)...................................................... $[AMOUNT]
b. Additional Deposit(s) (if any).................................................... $[AMOUNT]
c. Loan Proceeds (if any)............................................................ $[AMOUNT]
d. Balance at Closing (by wire transfer)............................................. $[AMOUNT]
4.2 Earnest Money.
Within [___] business days after the Effective Date, Buyer shall deposit the sum of [EARNEST MONEY AMOUNT] with [ESCROW AGENT NAME] (“Escrow Agent”) as earnest money (the “Earnest Money”). Escrow Agent shall hold the Earnest Money in a federally insured, interest-bearing trust account. Interest, if any, shall follow the Earnest Money.
4.3 Additional Deposits.
[OPTIONAL: Buyer shall deposit an additional amount of $[AMOUNT] on or before [DATE / EVENT].]
4.4 Financing.
a. Loan Application. Buyer shall apply for loan approval within [] business days after the Effective Date.
b. Financing Contingency Period. Buyer shall have until 5:00 p.m. Pacific Time on the [] calendar day following the Effective Date (the “Financing Contingency Period”) to obtain a written commitment for financing on terms acceptable to Buyer in Buyer’s sole discretion.
c. Failure to Obtain Financing. If Buyer fails to obtain such commitment and delivers written notice to Seller prior to expiration of the Financing Contingency Period, this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. Absent timely notice, the Financing Contingency is deemed waived.
4.5 Cash Transaction.
[ALTERNATIVE: If Buyer will not obtain financing, delete Section 4.4 and state: “Buyer shall pay the Purchase Price in cash at Closing.”]
5. CONDITIONS PRECEDENT AND CONTINGENCIES
5.1 Title Review.
Within [] business days after receipt of the preliminary title report, Buyer may object in writing to any title exception (“Title Objection Notice”). Seller shall have [] business days to cure the matters objected to. Failure to cure entitles Buyer to (i) waive the objection and proceed to Closing, or (ii) terminate this Agreement and receive a refund of Earnest Money. Exceptions not timely objected to constitute “Permitted Exceptions.”
5.2 Property Inspection.
Buyer shall have [10] business days after the Effective Date (the “Inspection Contingency Period”) to conduct, at Buyer’s sole cost, any inspections Buyer deems appropriate, including but not limited to structural, mechanical, pest, environmental, and zoning. If Buyer is dissatisfied for any reason, Buyer may terminate this Agreement by written notice received by Seller prior to expiration of the Inspection Contingency Period, whereupon the Earnest Money shall be refunded to Buyer.
5.3 Appraisal.
This Agreement is conditioned on the Property appraising at or above the Purchase Price within [___] business days after the Effective Date (the “Appraisal Contingency Period”). If the appraisal is less than the Purchase Price, Buyer may: (a) terminate; (b) waive the contingency; or (c) negotiate with Seller a mutually acceptable amendment.
5.4 Statutory Disclosures.
a. Seller’s Property Disclosure. Seller shall deliver to Buyer the completed property disclosure statement required under OR. REV. STAT. § 105.464 (the “Disclosure Statement”) within [___] calendar days after the Effective Date. Buyer may revoke this Agreement within five (5) business days after receipt of the Disclosure Statement, in accordance with Oregon law.
b. Lead-Based Paint. For properties built before 1978, Seller shall provide all federally required lead-based paint disclosures and a copy of the EPA pamphlet “Protect Your Family From Lead in Your Home.”
c. Radon, Flood, and Other Local Disclosures. [INSERT ANY ADDITIONAL LOCAL DISCLOSURES, OR STATE “NONE.”]
6. CLOSING AND POSSESSION
6.1 Closing Date.
Closing shall occur on or before [CLOSING DATE] (“Closing Date”) at the offices of Escrow Agent or such other place as the Parties may mutually agree in writing.
6.2 Closing Deliveries.
a. Seller shall deliver:
i. Statutory warranty deed conveying fee simple title subject only to Permitted Exceptions;
ii. FIRPTA affidavit;
iii. Bill of Sale for Included Personal Property;
iv. Keys, codes, and access devices; and
v. Any other documents reasonably required by Escrow Agent.
b. Buyer shall deliver:
i. Purchase Price funds as set forth in Section 4;
ii. Loan documents, if applicable; and
iii. Any other documents reasonably required by Escrow Agent.
6.3 Prorations and Closing Costs.
Taxes, assessments, rents, association dues, utilities, and similar charges shall be prorated as of 11:59 p.m. Pacific Time on the day preceding Closing. Unless otherwise agreed: (i) Seller pays for owner’s title insurance premium, deed preparation, and 50% of escrow fees; and (ii) Buyer pays for lender’s title insurance premium, recording fees, and 50% of escrow fees.
6.4 Possession.
Possession shall transfer to Buyer at [TIME] on the Closing Date, subject to rights of tenants, if any, disclosed in Exhibit D.
7. REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and again as of Closing that:
a. Authority. Seller has full power and authority to enter into and perform this Agreement.
b. Title. Seller owns the Property free and clear of all liens other than Permitted Exceptions.
c. Compliance. To Seller’s Knowledge, the Property is in compliance with applicable laws, ordinances, and regulations.
d. Litigation. No litigation or condemnation proceedings are pending or threatened that would materially affect the Property.
e. Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445(f).
f. Environmental. To Seller’s Knowledge, no Hazardous Materials have been released on the Property in violation of applicable law.
g. Disclosure Statement Accuracy. The Disclosure Statement is true, complete, and correct in all material respects.
[// GUIDANCE: Consider attaching schedules for exceptions.]
7.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
a. Authority. Buyer has full power and authority to enter into and perform this Agreement.
b. Financial Ability. Buyer has, or will have at Closing, sufficient funds to perform its obligations hereunder.
c. No Reliance. Except for Seller’s express representations herein, Buyer has not relied on any representation concerning the Property.
7.3 Survival.
Seller’s representations in Sections 7.1(b)–(g) survive Closing for a period of [12] months; all other representations survive Closing for [30] days.
8. COVENANTS
8.1 Seller’s Pre-Closing Covenants. Between the Effective Date and Closing, Seller shall:
a. Maintain the Property in materially the same condition as of the Effective Date, reasonable wear and tear excepted;
b. Not enter into any lease, lien, encumbrance, or service contract affecting the Property without Buyer’s prior written consent;
c. Provide Buyer and Buyer’s representatives reasonable access to the Property for inspections;
d. Comply with all laws affecting the Property; and
e. Maintain existing insurance coverage.
8.2 Buyer’s Covenants. Buyer shall:
a. Conduct all inspections in a professional and non-destructive manner;
b. Restore the Property to its pre-inspection condition; and
c. Indemnify Seller against claims arising from Buyer’s entry onto the Property, except to the extent caused by Seller’s negligence or willful misconduct.
9. DEFAULT; REMEDIES
9.1 Buyer Default. If Buyer (a) fails to timely deliver the Earnest Money, or (b) fails to close without legal excuse, Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Earnest Money as liquidated damages (“LDs”). The Parties agree that actual damages would be difficult to ascertain and that the Earnest Money constitutes a reasonable pre-estimate thereof. Specific performance is not available to Seller.
9.2 Seller Default. If Seller fails to perform any material obligation or breaches any representation and fails to cure within five (5) business days after written notice, Buyer may elect as its sole remedies: (a) termination with return of Earnest Money plus Buyer’s actual out-of-pocket costs not to exceed $[CAP] (collectively, the “Expense Reimbursement”); or (b) specific performance. Buyer waives any claim to consequential or punitive damages.
9.3 Attorney Fees. The prevailing Party in any dispute arising under this Agreement is entitled to recover its reasonable attorney fees, costs, and expenses, including on appeal and in bankruptcy proceedings.
10. RISK ALLOCATION
10.1 Indemnification.
a. Seller Indemnity. Seller indemnifies, defends, and holds Buyer harmless from claims, losses, and liabilities arising from pre-Closing events at the Property, capped in the aggregate at the Earnest Money amount.
b. Buyer Indemnity. Buyer indemnifies, defends, and holds Seller harmless from claims, losses, and liabilities arising from post-Closing events at the Property, capped in the aggregate at the Earnest Money amount.
c. Procedure. The indemnified Party shall promptly notify the indemnifying Party and allow control of the defense, subject to the indemnified Party’s right to participate at its own cost.
10.2 Limitation of Liability.
EXCEPT FOR (i) FRAUD, OR (ii) OBLIGATIONS THAT EXPRESSLY SURVIVE CLOSING, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE EARNEST MONEY.
10.3 Insurance.
Seller shall maintain property and liability insurance through Closing. Buyer shall obtain homeowner’s insurance effective no later than Closing. [INSERT ADDITIONAL INSURANCE REQUIREMENTS IF NEEDED.]
10.4 Casualty / Condemnation.
If prior to Closing the Property suffers material damage or a condemnation of more than [10]% of the land area, Buyer may terminate and receive a refund of the Earnest Money or proceed to Closing with an assignment of insurance or condemnation proceeds.
10.5 Force Majeure.
Neither Party is liable for failure to perform due to acts of God, governmental action, war, terrorism, pandemic, or other events beyond reasonable control, provided notice is given within five (5) business days after the force majeure event, and performance is resumed promptly once the event ends.
11. DISPUTE RESOLUTION
11.1 Good-Faith Negotiation. The Parties shall first attempt in good faith to resolve any dispute by negotiation for at least five (5) business days.
11.2 Mediation. If unresolved, either Party may request mediation administered by the Oregon Association of Realtors® or another mutually acceptable provider. Costs are shared equally.
11.3 Arbitration (Optional).
[SELECT ONE BY INITIALING]
_ (Buyer) (Seller) Elect Arbitration _ (Buyer) (Seller) Decline Arbitration
If both Parties elect arbitration, any dispute not resolved by mediation shall be submitted to binding arbitration under the Oregon Arbitration Act, OR. REV. STAT. §§ 36.600-.740, before a single arbitrator in [COUNTY], Oregon. The arbitrator must be an attorney with at least ten (10) years’ real estate experience. Judgment on the award may be entered in any Oregon state court of competent jurisdiction.
11.4 Litigation.
If arbitration is not elected by both Parties, either Party may bring suit exclusively in the Circuit Courts of the State of Oregon sitting in [COUNTY]. Each Party irrevocably submits to such jurisdiction and venue.
11.5 Injunctive Relief.
Notwithstanding the foregoing, either Party may seek specific performance or other injunctive relief in any court of competent jurisdiction to preserve the status quo or prevent irreparable harm.
[// GUIDANCE: Jury waiver intentionally omitted per user instruction.]
12. MISCELLANEOUS / GENERAL PROVISIONS
12.1 Entire Agreement. This Agreement, together with all exhibits and schedules, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, oral or written.
12.2 Amendments and Waivers. No amendment or waiver is effective unless in a writing signed by the Party against whom enforcement is sought.
12.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlled by, controlling, or under common control with Buyer; any other purported assignment is void.
12.4 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
12.5 Notices.
All notices must be in writing and delivered (a) by personal delivery with receipt, (b) certified U.S. mail (return receipt requested), (c) nationally recognized overnight courier, or (d) electronic mail with confirmation of receipt, to the addresses set forth in Section 1.1 or such other address a Party designates by notice.
12.6 Severability. If any provision is held invalid or unenforceable, the remainder of the Agreement remains in effect, and the invalid provision is reformed to the minimum extent necessary to make it valid and enforceable.
12.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original. Signatures exchanged by electronic transmission in PDF or DocuSign, or any similar e-signature technology, are binding.
12.8 Time of Essence. Time is of the essence for all dates and deadlines herein.
12.9 Business Days. “Business Day” means any day other than Saturday, Sunday, or Oregon state holiday.
12.10 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”
12.11 Confidentiality. Prior to Closing, the Parties shall keep the terms of this Agreement confidential except as required for due diligence, financing, regulatory compliance, or as otherwise required by law.
13. EXECUTION BLOCKS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
[INDIVIDUAL SELLER – signature line with printed name and date]
[// GUIDANCE: For entities, attach a resolution or certificate of authority.]
BUYER:
[BUYER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
[INDIVIDUAL BUYER – signature line with printed name and date]
NOTARY ACKNOWLEDGMENTS
[Insert Oregon statutory acknowledgment form(s) as required.]
EXHIBITS (attach as needed)
Exhibit A Legal Description
Exhibit B Included Personal Property
Exhibit C Excluded Personal Property
Exhibit D Tenant Schedule (if any)
Exhibit E Seller’s Property Disclosure Statement (ORS 105.464)
Exhibit F Lead-Based Paint Disclosure (if required)
[// GUIDANCE: Verify that all attached exhibits are completed and accurate before circulating for signature.]
[END OF AGREEMENT]