RESIDENTIAL REAL ESTATE
PURCHASE AND SALE AGREEMENT
(State of Rhode Island)
[// GUIDANCE: This template assumes a one-to-four–family residential property located in Rhode Island. Replace all bracketed fields before use.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale of Property
- Purchase Price; Earnest Money; Allocation of Risk
- Contingency Periods
- Closing Procedures
- Seller Representations & Warranties
- Buyer Representations & Warranties
- Covenants Pending Closing
- Default; Remedies
- Limited Indemnification; Liability Cap
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
1.1 Agreement. This Residential Real Estate Purchase and Sale Agreement (this “Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) “[SELLER]”, [legal name], a [state and type of entity/individual], having an address at [address]; and
(b) “[BUYER]”, [legal name], a [state and type of entity/individual], having an address at [address].
1.2 Property Description. Seller agrees to sell and Buyer agrees to purchase that certain real property commonly known as [street address], located in the City/Town of [], County of [], State of Rhode Island, together with all improvements thereon and all appurtenant rights (collectively, the “Property”), all as more particularly described in Exhibit A.
1.3 Consideration. 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
“Appraisal Contingency Period” – the period stated in Section 5.3.
“Business Day” – any day other than a Saturday, Sunday, or Rhode Island state holiday.
“Closing” – the consummation of the transaction contemplated herein, as defined in Section 6.1.
“Closing Date” – the date on which Closing occurs.
“Contingency Periods” – collectively, the Inspection, Financing, and Appraisal Contingency Periods.
“Deposit” – the earnest money deposit described in Section 4.2.
“Disclosure Laws” – Rhode Island Residential Real Estate Sales Disclosure Act, R.I. Gen. Laws § 5-20.8-1 et seq.; federal Lead-Based Paint Hazard Reduction Act, 42 U.S.C. § 4852d; and any other applicable disclosure statute or regulation.
“Financing Contingency Period” – the period stated in Section 5.2.
“Inspection Contingency Period” – the period stated in Section 5.1.
“Title Company” – [TITLE COMPANY NAME], or such other title insurer acceptable to both parties.
[// GUIDANCE: Add or delete definitions as deal-specific.]
3. PURCHASE AND SALE OF PROPERTY
3.1 Agreement to Convey. Seller shall sell, convey, and transfer, and Buyer shall purchase, all of Seller’s right, title, and interest in and to the Property, subject only to the Permitted Exceptions (defined below).
3.2 Permitted Exceptions. “Permitted Exceptions” means (a) real property taxes not yet due and payable; (b) laws, ordinances, and governmental regulations affecting the Property; (c) matters waived or deemed waived by Buyer under Section 5; and (d) matters agreed in writing by Buyer.
3.3 Personal Property. The sale includes the personal property items listed in Exhibit B, if any.
4. PURCHASE PRICE; EARNEST MONEY; ALLOCATION OF RISK
4.1 Purchase Price. The purchase price for the Property is [PURCHASE PRICE] U.S. Dollars (the “Purchase Price”), payable as follows:
(a) Deposit. Buyer shall deliver the Deposit of [___]% of the Purchase Price, in immediately available funds, to Title Company within [__] Business Days after the Effective Date.
(b) Balance. The balance of the Purchase Price, adjusted for prorations and credits, shall be paid at Closing by wire transfer or other form acceptable to Title Company.
4.2 Character of Deposit. The Deposit shall be held in escrow by Title Company in a non-interest-bearing account and applied at Closing to the Purchase Price. If this Agreement is terminated in accordance with its terms, the Deposit shall be disbursed as provided herein.
4.3 Risk of Loss. Risk of loss or damage to the Property, except as otherwise provided by law, remains with Seller until Closing.
5. CONTINGENCY PERIODS
[// GUIDANCE: Time periods may be shortened or extended by mutual written agreement.]
5.1 Inspection Contingency. Buyer shall have [10–15] Business Days after the Effective Date (the “Inspection Contingency Period”) to conduct any property, pest, radon, septic, environmental, or other inspections. Buyer may, in its sole discretion, (a) terminate this Agreement by written notice to Seller before expiration of the Inspection Contingency Period and receive a refund of the Deposit, or (b) waive the contingency.
5.2 Financing Contingency. This Agreement is contingent upon Buyer obtaining a written commitment for [CONVENTIONAL/FHA/VA] financing in an amount not less than [__]% of the Purchase Price within [30] calendar days after the Effective Date (the “Financing Contingency Period”). Buyer shall promptly apply for such financing and pursue it diligently. If Buyer fails to obtain such commitment and notifies Seller within the Financing Contingency Period, Buyer may terminate and receive a refund of the Deposit.
5.3 Appraisal Contingency. If the Property fails to appraise for at least the Purchase Price within [__] days of the Effective Date (the “Appraisal Contingency Period”), Buyer may terminate and receive the Deposit.
5.4 Title & Survey Review. Within [] days of receiving a commitment for an owner’s title insurance policy and any new survey, Buyer may object in writing to any defect. Seller shall have [] days to cure. If Seller fails or elects not to cure, Buyer may terminate or waive.
6. CLOSING PROCEDURES
6.1 Closing Date. The Closing shall occur on or before [CLOSING DATE], or such earlier date as the parties may agree in writing, at the offices of Title Company or by escrow closing.
6.2 Deliveries by Seller. At Closing, Seller shall deliver:
(a) A limited warranty deed in recordable form conveying fee simple title, subject only to Permitted Exceptions;
(b) Rhode Island Sales Disclosure form executed in accordance with R.I. Gen. Laws § 5-20.8-2;
(c) Lead-Based Paint Hazard Disclosure form pursuant to 42 U.S.C. § 4852d;
(d) Affidavit of title, FIRPTA affidavit, and IRS Form 1099-S compliance documents;
(e) Keys, codes, and possession of the Property; and
(f) Any other instruments reasonably required by Title Company.
6.3 Deliveries by Buyer. Buyer shall deliver:
(a) The Purchase Price balance;
(b) Evidence of authority and identity; and
(c) Any other documents required by Title Company.
6.4 Prorations & Closing Costs. Real estate taxes, condominium/common charges, rents (if any), utilities, and fuel shall be prorated as of 11:59 p.m. on the day preceding Closing. Seller shall pay the cost of releasing any liens, the deed preparation, and the transfer tax. Buyer shall pay recording fees, lender charges, and the title insurance premium.
7. SELLER REPRESENTATIONS & WARRANTIES
Seller represents and warrants to Buyer, as of the Effective Date and again at Closing:
7.1 Authority. Seller has full authority to enter into this Agreement and perform its obligations.
7.2 Title. Seller holds fee simple title to the Property free of all liens other than Permitted Exceptions.
7.3 Compliance with Disclosure Laws. Seller has fully and accurately completed all disclosures required by the Disclosure Laws.
7.4 No Condemnation. Seller has received no written notice of pending condemnation.
7.5 Foreign Person Status. Seller is not a “foreign person” under I.R.C. § 1445.
7.6 Survival; Limitation. The representations in Sections 7.2–7.5 survive Closing for a period of [__] months, not to exceed the limitation in Section 11.
[// GUIDANCE: Add additional reps (e.g., environmental) as deal-specific.]
8. BUYER REPRESENTATIONS & WARRANTIES
Buyer represents and warrants to Seller:
8.1 Authority & Capacity. Buyer is duly formed and in good standing, or is a natural person with capacity to contract, and has authority to enter this Agreement.
8.2 Availability of Funds. Buyer has, or will have at Closing, sufficient funds to complete the purchase, subject to any financing contingency herein.
8.3 Inspections. Buyer will conduct its inspections in a manner that does not damage the Property and shall restore any disturbance.
9. COVENANTS PENDING CLOSING
9.1 Operation of Property. Seller shall maintain the Property in substantially the same condition, ordinary wear excepted.
9.2 Further Assurances. Each party shall execute and deliver further instruments reasonably required to consummate the transaction.
9.3 Access. Seller shall provide Buyer and its inspectors reasonable access during the Inspection Contingency Period.
10. DEFAULT; REMEDIES
10.1 Seller Default. If Seller defaults and fails to cure within five (5) Business Days after written notice, Buyer may elect, as its sole and exclusive remedy:
(a) Terminate this Agreement and receive the Deposit plus documented out-of-pocket expenses not to exceed $[___]; or
(b) Seek specific performance of Seller’s obligations, together with reasonable attorneys’ fees and costs.
10.2 Buyer Default. If Buyer defaults and fails to cure within five (5) Business Days after written notice, Seller’s sole remedy shall be retention of the Deposit as liquidated damages, the parties acknowledging that actual damages would be difficult to ascertain and that the Deposit represents a fair estimate.
10.3 LIMITATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF THE DEPOSIT OR FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.
11. LIMITED INDEMNIFICATION; LIABILITY CAP
11.1 Seller Indemnity. Subject to Section 10.3, Seller shall indemnify, defend, and hold harmless Buyer from and against losses arising from (a) breach of Seller’s representations or covenants, or (b) Seller’s failure to comply with the Disclosure Laws, provided that Seller’s aggregate liability under this Section 11.1 shall not exceed the amount of the Deposit.
11.2 Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from and against losses arising from Buyer’s entry onto the Property before Closing or breach of Buyer’s representations.
11.3 Exclusive Remedy. The indemnities in this Section 11 are the parties’ exclusive post-Closing monetary remedies, except in the event of fraud.
12. DISPUTE RESOLUTION
12.1 Governing Law. This Agreement shall be governed by the laws of the State of Rhode Island, without regard to conflicts-of-law principles.
12.2 Forum Selection. Any lawsuit arising out of or related to this Agreement shall be filed exclusively in the state courts located in [COUNTY], Rhode Island.
12.3 Optional Arbitration. The parties may, by mutual written election executed after a dispute arises, submit such dispute to binding arbitration administered by the American Arbitration Association under its Real Estate Industry Rules. Unless both parties so elect, arbitration is not mandatory.
12.4 Preservation of Equitable Relief. Nothing in this Section 12 shall prevent either party from seeking temporary or permanent equitable relief, including specific performance, in a court of competent jurisdiction.
[// GUIDANCE: Jury waiver intentionally omitted per user instruction.]
13. GENERAL PROVISIONS
13.1 Amendments; Waivers. No amendment or waiver is effective unless in writing and signed by the party against whom enforcement is sought.
13.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an affiliate controlled by Buyer that assumes all obligations herein.
13.3 Successors & Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
13.4 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.
13.5 Entire Agreement. This Agreement, with its exhibits and schedules, constitutes the entire agreement and supersedes all prior understandings.
13.6 Notice. Any notice shall be in writing and deemed given upon (a) personal delivery, (b) certified mail (return receipt), (c) nationally recognized overnight courier, or (d) electronic mail with confirmation of receipt, to the addresses in Section 1.1 or as later designated.
13.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each deemed an original, and signatures transmitted by PDF or electronic signature platform shall be binding.
13.8 1031 Exchange. Either party may consummate the transaction as part of a tax-deferred exchange at no cost or delay to the other party.
14. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER NAME]
By: _____
Name: _____
Title: _____
Date: _______
BUYER:
[BUYER NAME]
By: _____
Name: _____
Title: _____
Date: _______
STATE OF ___)
COUNTY OF ______) ss.
On this _ day of _, 20__, before me, the undersigned notary public, personally appeared ___, known to me or proven to be the person(s) whose name(s) is/are signed above, and acknowledged execution of the foregoing instrument.
Notary Public
My commission expires: _______
[// GUIDANCE: Rhode Island does not mandate witnessing; confirm lender or local custom.]
15. EXHIBITS & SCHEDULES
Exhibit A – Legal Description
Exhibit B – Included Personal Property
Exhibit C – Seller’s Disclosures (Property Condition, Radon, Lead-Based Paint)
Schedule 1 – Title Commitment
Schedule 2 – Survey (if obtained)
[// GUIDANCE: Review this template for deal-specific facts, update timelines and dollar amounts, and confirm compliance with any new Rhode Island statutory changes prior to use.]