DISCLAIMER
This template is provided for general informational purposes only and does not constitute legal advice. Use by, or reliance upon, this template does not create an attorney–client relationship. Practitioners must review, revise, and adapt this form to the facts, law, and customs applicable to each specific transaction and jurisdiction before use.

RESIDENTIAL PURCHASE AND SALE AGREEMENT

(South Dakota)

[// GUIDANCE: All bracketed items are variables the drafting attorney must complete or revise. Delete all guidance comments before final execution.]

TABLE OF CONTENTS

1. Agreement Overview, Parties & Property
2. Definitions
3. Purchase & Sale; Consideration
4. Contingency Periods & Due-Diligence Rights
5. Closing Procedures
6. Representations & Warranties
7. Covenants
8. Default; Remedies
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Disclosure Acknowledgments
13. Execution

1. AGREEMENT OVERVIEW, PARTIES & PROPERTY

1.1 Effective Date. This Residential Purchase and Sale Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”).

1.2 Parties.
(a) Seller: [SELLER LEGAL NAME], [state of organization / individual].
(b) Buyer: [BUYER LEGAL NAME], [state of organization / individual].

1.3 Property.
(a) Street Address: [PROPERTY ADDRESS].
(b) Legal Description: [FULL LEGAL DESCRIPTION AS PER LAST DEED OF RECORD] (the “Real Property”).
(c) Included Personal Property: [LIST / “None”] (collectively with the Real Property, the “Property”).

1.4 Purchase Price. The total purchase price is $[PURCHASE PRICE] (the “Purchase Price”), payable as provided in Section 3.

1.5 Governing Law & Venue. This Agreement is governed by the laws of the State of South Dakota without regard to conflicts-of-law principles. Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY], South Dakota.

2. DEFINITIONS

For ease of reference, capitalized terms used herein have the meanings set forth below:

“Appraisal Contingency” – Section 4.3.
“Arbitration Election Notice” – Section 10.3(a).
“Closing” – Section 5.1.
“Closing Date” – Section 5.1.
“Closing Documents” – Section 5.3.
“Contingency Period” – collectively, the Inspection, Title, Financing, and Appraisal contingencies under Article 4.
“Earnest Money” – Section 3.2.
“Escrow Agent” – Section 3.2(a).
“Financing Contingency” – Section 4.4(a).
“Inspection Contingency” – Section 4.1.
“Limited Indemnity” – Section 9.1.
“Specific Performance” – Section 8.3(a).
“Title Commitment” – Section 4.2(a).
“Title Company” – Section 4.2(a).

[// GUIDANCE: Add, delete, or modify definitions to align with the final transaction structure.]

3. PURCHASE & SALE; CONSIDERATION

3.1 Agreement to Convey. Subject to the terms herein, Seller agrees to sell and Buyer agrees to purchase the Property for the Purchase Price.

3.2 Earnest Money.
(a) Within [___] Business Days after the Effective Date, Buyer shall deposit $[EARNEST MONEY AMOUNT] (the “Earnest Money”) with [TITLE COMPANY/LAW FIRM], as escrow agent (the “Escrow Agent”), in immediately available funds.
(b) The Earnest Money shall be held, applied, or forfeited strictly in accordance with this Agreement. Except as expressly provided in Section 8.2, the Earnest Money constitutes the sole and exclusive cap on Buyer’s monetary liability.

3.3 Balance of Purchase Price. Buyer shall deliver the balance of the Purchase Price, plus or minus prorations and closing costs, in cash or other good funds at Closing.

3.4 Allocation of Closing Costs. Closing costs shall be paid as follows unless otherwise required by applicable South Dakota law:
• Seller – owner’s title insurance premium, deed preparation, transfer taxes.
• Buyer – loan charges, lender’s title policy (if any), recording fees.
[// GUIDANCE: Verify local practice and statutory allocation of costs.]

3.5 Federal & State Withholding. If withholding under IRC §1445 (FIRPTA) or applicable South Dakota law is required, the parties shall cooperate in executing necessary affidavits or withholding certificates.

4. CONTINGENCY PERIODS & DUE-DILIGENCE RIGHTS

4.1 Inspection Contingency.
(a) Period. Buyer shall have [___] calendar days after the Effective Date (the “Inspection Period”) to conduct any inspections of the Property, including structural, mechanical, environmental, radon, and pest.
(b) Termination or Renegotiation. Buyer may, before the Inspection Period expires, deliver written notice:
(i) accepting the Property “as-is,” thereby waiving the Inspection Contingency;
(ii) requesting repairs or price concessions; or
(iii) terminating this Agreement, in which case the Earnest Money shall be returned to Buyer.

4.2 Title & Survey.
(a) Title Commitment. Within [_] Business Days after the Effective Date, Seller shall cause [TITLE COMPANY] (the “Title Company”) to issue a commitment for an owner’s policy of title insurance (the “Title Commitment”), together with legible copies of all exceptions.
(b) Buyer’s Objections. Buyer shall have [] Business Days after receipt to object in writing to any title or survey matters. Seller shall have [___] Business Days to cure or agree to cure such objections.
(c) Failure to Cure. If Seller fails to cure timely, Buyer may (x) terminate this Agreement with refund of Earnest Money or (y) waive the objection and proceed.

4.3 Appraisal Contingency. If Buyer is obtaining new financing and the lender’s appraisal is less than the Purchase Price, Buyer may terminate within [___] days of receipt of the appraisal and recover the Earnest Money, unless Buyer elects in writing to waive this contingency.

4.4 Financing Contingency.
(a) Approval Period. Buyer’s obligation is conditioned on Buyer obtaining a written loan commitment in the principal amount of $[LOAN AMOUNT] at prevailing market rates within [___] calendar days after the Effective Date.
(b) Failure to Obtain Commitment. If Buyer cannot obtain such commitment despite diligent efforts, Buyer may terminate before lapse of the Financing Contingency and recover the Earnest Money.

4.5 Additional Contingencies. [SALE OF BUYER’S EXISTING HOME / HOA DOCUMENT REVIEW / OTHER].

5. CLOSING PROCEDURES

5.1 Closing Date. Closing shall occur on [CLOSING DATE] (or such earlier date as the parties may mutually agree) at the offices of the Title Company or via remote/ electronic closing (the “Closing”).

5.2 Closing Deliveries – Seller.
(a) Warranty Deed conveying marketable fee simple title, subject only to Permitted Exceptions.
(b) Bill of Sale for Included Personal Property.
(c) FIRPTA affidavit, property condition disclosure statement (as required by South Dakota law), and any radon or lead-based paint disclosures.
(d) Seller’s affidavit of title and gap indemnity as reasonably required by the Title Company.
(e) Keys, codes, manuals, and other property information.

5.3 Closing Deliveries – Buyer.
(a) Purchase Price balance by wire transfer.
(b) Executed loan documents (if any).
(c) Buyer’s closing statement and such additional documents as reasonably required.

5.4 Prorations & Adjustments. Taxes, rents, HOA dues, utilities, and fuel, if any, shall be prorated as of 11:59 p.m. on the day preceding Closing, based on the most recent assessments and available bills.

5.5 Possession. Possession shall transfer to Buyer at [TIME] on the Closing Date, subject to rights of tenants (if any) disclosed on Schedule [__].

6. REPRESENTATIONS & WARRANTIES

6.1 Seller’s Representations. Seller represents and warrants as of the Effective Date and again at Closing that:
(a) Authority. Seller has full right, power, and authority to enter into this Agreement and perform its obligations.
(b) Title. Seller holds marketable fee simple title to the Real Property, free and clear of liens other than Permitted Exceptions.
(c) OFAC. Seller is not a person or entity with whom U.S. persons are restricted from doing business under applicable sanctions laws.
(d) No Foreign Person. Seller is not a “foreign person” under IRC §1445.
(e) Property Condition Disclosure. Seller has delivered to Buyer a fully completed and executed South Dakota Residential Property Condition Disclosure Statement as required by applicable law.
(f) No Material Defects. Except as disclosed in such statement or otherwise in writing, Seller has no knowledge of material latent structural, mechanical, environmental, or drainage defects.

6.2 Buyer’s Representations.
(a) Authority and Capacity. Buyer has the legal capacity and authority to enter into and perform this Agreement.
(b) Funds. Buyer possesses, or will possess at Closing, funds sufficient to pay the Purchase Price and perform all obligations herein.
(c) OFAC. Buyer is not a person or entity with whom U.S. persons are restricted from doing business under applicable sanctions laws.

6.3 Survival. The representations and warranties in Sections 6.1 and 6.2 shall survive Closing for a period of [12] months, after which they shall merge into the deed and be of no further force, except for fraud.

7. COVENANTS

7.1 Seller’s Covenants Before Closing.
(a) Maintenance. Seller shall maintain the Property in materially the same condition as of the Effective Date, reasonable wear and tear excepted.
(b) Operations. Seller shall not enter into, modify, or terminate any leases or service contracts without Buyer’s written consent.
(c) Access. Seller shall provide Buyer and its representatives reasonable access to the Property for inspections, surveys, and appraisals.
(d) Governmental Compliance. Seller shall promptly notify Buyer of any notices of violation or pending condemnation.

7.2 Buyer’s Covenants.
(a) Loan Application. Buyer shall apply promptly for financing and pursue same in good faith.
(b) Confidentiality. Buyer shall keep confidential all non-public information obtained during due diligence except as required by law.

8. DEFAULT; REMEDIES

8.1 Seller Default. If Seller fails to close in breach of this Agreement and Buyer is ready, willing, and able to close, Buyer may elect one of the following as Buyer’s sole and exclusive remedies:
(a) Specific Performance. Seek an action for specific performance to compel Seller to convey the Property; or
(b) Termination. Terminate this Agreement by written notice, whereupon the Earnest Money shall be immediately returned to Buyer, plus documented out-of-pocket expenses not to exceed $[CAP].

8.2 Buyer Default. If Buyer fails to close in breach of this Agreement, Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages, which the parties acknowledge is reasonable in light of anticipated harms and not a penalty.

8.3 Notice & Cure. Except as to monetary defaults at Closing, no party shall be deemed in default until it receives written notice of breach and fails to cure within [5] Business Days.

8.4 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, except in the event of Buyer’s default where Seller’s remedy is limited to Earnest Money.

9. RISK ALLOCATION

9.1 Limited Indemnity. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other (“Indemnified Party”) from any third-party claims arising from the Indemnifying Party’s breach of this Agreement or willful misconduct, provided that such indemnity:
(a) survives for 12 months post-Closing; and
(b) is capped, in the aggregate, at the amount of the Earnest Money.

9.2 Liability Cap. Except for fraud or intentional misconduct, neither party’s liability under this Agreement shall exceed the Earnest Money.

9.3 Risk of Loss. Risk of loss or damage to the Property by fire or other casualty remains with Seller until Closing. If material damage occurs, Buyer may (a) terminate this Agreement and receive the Earnest Money or (b) proceed, in which case Seller shall assign insurance proceeds and credit Buyer for any deductible.

9.4 Force Majeure. Performance shall be excused for the period of delay caused by acts of God, war, pandemic, or governmental orders that render performance impossible, provided the affected party gives prompt written notice and resumes performance as soon as practicable.

10. DISPUTE RESOLUTION

10.1 Governing Law. South Dakota law governs this Agreement.

10.2 Forum Selection. Exclusive venue lies in the state courts of [COUNTY], South Dakota; each party irrevocably submits to such courts’ jurisdiction.

10.3 Optional Arbitration.
(a) Election. Either party may elect binding arbitration by delivering a written “Arbitration Election Notice” to the other within 30 days after commencement of litigation.
(b) Rules. Arbitration shall be conducted in [CITY], South Dakota, by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
(c) Scope. The arbitrator shall have authority to grant all remedies otherwise available at law or in equity, except jury trial.
(d) Judgment. The final award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Delete Section 10.3 entirely if the parties choose not to include an arbitration option.]

10.4 Equitable Relief. Nothing herein limits a party’s right to seek specific performance or other injunctive relief in a court of competent jurisdiction to preserve the status quo or prevent irreparable harm.

10.5 Jury Trial Waiver. [INTENTIONALLY OMITTED pursuant to user directive.]

11. GENERAL PROVISIONS

11.1 Notices. All notices must be in writing and delivered (i) by personal delivery; (ii) certified U.S. mail, return receipt requested; (iii) nationally recognized overnight courier; or (iv) email with delivery confirmation, to the addresses set forth below each party’s signature block or as later designated.

11.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an affiliated entity that is not created to avoid Buyer’s obligations.

11.3 Amendments; Waivers. No amendment or waiver is effective unless in a writing signed by the party against whom enforcement is sought.

11.4 Successors & Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

11.5 Severability. If any provision is held invalid, the remainder of this Agreement shall remain enforceable, and the invalid provision reformed to the minimum extent necessary to render it enforceable.

11.6 Entire Agreement. This Agreement, together with all schedules, exhibits, and the written disclosures required by South Dakota law, constitutes the entire agreement and supersedes all prior understandings.

11.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each deemed an original, and delivered via electronic means (e.g., PDF, DocuSign), which shall be binding.

11.8 Time of Essence. Time is of the essence for every obligation herein.

11.9 Further Assurances. Each party shall execute and deliver additional documents reasonably required to carry out this Agreement.

12. DISCLOSURE ACKNOWLEDGMENTS

12.1 Lead-Based Paint. If the Property includes residential improvements built prior to January 1, 1978, Seller has provided to Buyer the EPA “Protect Your Family from Lead in Your Home” pamphlet, a fully executed lead-based paint disclosure form, and any known reports or records.

12.2 Radon. Seller has provided any radon testing results or mitigation information in Seller’s possession.

12.3 South Dakota Property Condition Disclosure. Seller has delivered the statutory residential real property condition disclosure statement, and Buyer acknowledges receipt thereof.

12.4 Methamphetamine Disclosure (if applicable). Seller discloses whether the Property was ever used in the manufacture of methamphetamine in compliance with South Dakota law.

13. EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

SELLER:

[SELLER LEGAL NAME]
By: _____
Name: ____
Title (if entity): ___
Date: _______

Address for Notices:
[SELLER ADDRESS]
Email: [SELLER EMAIL]

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: ____
Title (if entity): ___
Date: _______

Address for Notices:
[BUYER ADDRESS]
Email: [BUYER EMAIL]

[Seal/Notary Block as required under South Dakota law]

[// GUIDANCE: Attach Schedules & Exhibits as needed:
• Schedule A – Legal Description
• Schedule B – Included Personal Property
• Exhibit 1 – Lead-Based Paint Disclosure
• Exhibit 2 – SD Property Condition Disclosure
• Exhibit 3 – Form of Bill of Sale
• Exhibit 4 – Title Commitment (Informational)
• Exhibit 5 – Arbitration Election Notice (Optional) ]