Texas Residential Purchase and Sale Agreement
(Professionally-Drafted Template – Court-Ready)
[// GUIDANCE: This template is designed for single-family residential property transactions governed by Texas law. It intentionally tracks industry-standard conventions while embedding defensive drafting techniques and statutory compliance requirements (e.g., Tex. Prop. Code § 5.008 Seller’s Disclosure). Customize bracketed placeholders before use. Remove guidance notes prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale Terms
- Representations and Warranties
- Covenants
- Conditions Precedent & Contingency Periods
- Closing Procedures
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
THIS RESIDENTIAL PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• [SELLER LEGAL NAME], a [Texas/other state] [individual/limited liability company/corporation], having an address at [SELLER ADDRESS] (“Seller”); and
• [BUYER LEGAL NAME], a [Texas/other state] [individual/limited liability company/corporation], having an address at [BUYER ADDRESS] (“Buyer”).
Seller desires to sell, and Buyer desires to purchase, certain improved real property located in the State of Texas on the terms and conditions set forth herein.
2. DEFINITIONS
For ease of reference, capitalized terms shall have the meanings set forth below; terms defined in other Sections shall retain such meanings throughout.
“Appraisal Contingency” – Section 6.03.
“Arbitration Election Notice” – Section 10.02(a).
“Business Day” – Any day other than Saturday, Sunday, or Texas-recognized legal holiday.
“Closing” – The consummation of the transaction as described in Section 7.
“Closing Date” – The date designated pursuant to Section 7.01.
“Contract Termination Date” – The date this Agreement terminates, whether by expiration, mutual agreement, or default.
“Earnest Money” – The deposit delivered to Escrow Agent under Section 3.02.
“Escrow Agent” – [TITLE COMPANY NAME], or any successor escrow agent jointly appointed by the Parties.
“Financing Contingency” – Section 6.02.
“Inspection Contingency” – Section 6.01.
“Law” – All applicable federal, state, and local statutes, regulations, ordinances, and case law.
“Lien” – Any mortgage, deed of trust, security interest, or other encumbrance.
“Permitted Exceptions” – Those title exceptions approved by Buyer under Section 6.04.
“Personal Property” – All fixtures, appliances, and other items specifically identified in Exhibit A.
“Property” – Collectively, (i) the real property located at [STREET ADDRESS], further described in Exhibit B (the “Land”), and (ii) the Improvements and Personal Property.
“Specific Performance Remedy” – Section 8.04(b).
“Title Commitment” – The title insurance commitment described in Section 6.04.
[// GUIDANCE: Add/delete defined terms to match deal-specific provisions.]
3. PURCHASE AND SALE TERMS
3.01 Purchase Price. Buyer shall pay Seller the total purchase price of $[PURCHASE PRICE] (the “Purchase Price”), subject to adjustments and prorations herein.
3.02 Earnest Money.
(a) Within [3] Business Days after the Effective Date, Buyer shall deposit $[EARNEST MONEY AMOUNT] as earnest money with Escrow Agent.
(b) Interest shall accrue to Buyer’s benefit.
(c) The Earnest Money shall be credited toward the Purchase Price at Closing, or disbursed in accordance with Section 8 (Default; Remedies).
3.03 Allocation of Purchase Price. Allocation among Land, Improvements, and Personal Property shall be mutually agreed upon before Closing for tax-reporting purposes.
3.04 Payment of Balance. The balance of the Purchase Price, plus Buyer’s Closing costs, shall be paid in immediately available funds at Closing.
4. REPRESENTATIONS AND WARRANTIES
4.01 By Seller. Seller represents and warrants that, as of the Effective Date and on the Closing Date:
(a) Authority. Seller has full power and authority to enter into and perform this Agreement.
(b) Title. Seller will convey good and indefeasible fee simple title to the Property, subject only to Permitted Exceptions.
(c) Compliance. No notice of violation of Law has been received and remains uncured.
(d) Litigation. No pending or threatened litigation or condemnation affects the Property.
(e) Seller’s Disclosure. Seller has delivered to Buyer the completed Seller’s Disclosure Notice in the form mandated by Tex. Prop. Code Ann. § 5.008.
4.02 By Buyer. Buyer represents and warrants that:
(a) Authority and Funds. Buyer has authority and, at Closing, shall possess sufficient funds or financing to consummate the purchase.
(b) Inspection Acknowledgment. Buyer has (or will have) conducted independent inspections and is relying primarily on its own investigation.
4.03 Survival; Limitation. All representations and warranties shall survive Closing for [SURVIVAL PERIOD, e.g., 12 months], except as expressly stated. Seller’s aggregate liability under this Section 4 shall not exceed the Earnest Money amount returned (Section 9.02).
5. COVENANTS
5.01 Interim Operations. From the Effective Date until Closing, Seller shall:
(a) Maintain the Property in substantially the same condition;
(b) Keep existing insurance in force;
(c) Not enter into any new lease, Lien, or contract affecting the Property without Buyer’s prior written consent (not to be unreasonably withheld).
5.02 Access. Seller shall provide Buyer and its agents reasonable access for inspections, appraisals, and surveys, subject to at least [24] hours’ notice.
5.03 Notices. Each Party shall promptly notify the other of any adverse condition or governmental notice affecting the Property.
6. CONDITIONS PRECEDENT & CONTINGENCY PERIODS
6.01 Inspection Contingency. Buyer shall have until [INSPECTION PERIOD, e.g., 10 Business Days] after receipt of Seller’s Disclosure to (i) perform physical inspections, and (ii) provide Seller with written notice of any objections. Failure to object timely constitutes acceptance.
6.02 Financing Contingency. Buyer’s obligation is contingent upon obtaining, on or before [FINANCING DEADLINE], a binding loan commitment from a reputable lender in an amount not less than [LOAN AMOUNT] on customary terms. Buyer must notify Seller of satisfaction or waiver before the deadline.
6.03 Appraisal Contingency. If the Property’s appraised value is less than the Purchase Price by more than [THRESHOLD, e.g., 5 %], Buyer may terminate by notice within [3] Business Days after receipt of appraisal.
6.04 Title & Survey Review.
(a) Within [5] Business Days of the Effective Date, Seller shall order a Title Commitment and most recent survey (or Buyer may obtain a new survey at its expense).
(b) Buyer’s objection period shall be [10] Business Days after receipt. Uncured objections may be waived by Buyer or this Agreement may terminate.
[// GUIDANCE: Extend or shorten contingency periods to meet deal timelines.]
7. CLOSING PROCEDURES
7.01 Closing Date. Closing shall occur on [CLOSING DATE] at the offices of Escrow Agent (or remotely via electronic means) unless otherwise agreed in writing.
7.02 Seller Closing Deliverables.
(a) General warranty deed with vendor’s lien, duly executed and acknowledged;
(b) Bill of Sale for Personal Property;
(c) FIRPTA affidavit;
(d) Evidence of authority;
(e) Keys, codes, and access devices.
7.03 Buyer Closing Deliverables.
(a) Remainder of the Purchase Price;
(b) Evidence of authority;
(c) Closing statements and affidavits required by Escrow Agent.
7.04 Prorations & Costs. Real estate taxes, HOA dues, rents, and utilities shall be prorated as of 11:59 p.m. on the day preceding Closing. Title policy premium shall be paid by [PARTY RESPONSIBLE]. Each Party bears its own attorneys’ fees.
7.05 Possession. Possession transfers to Buyer upon funding and recording, subject to any agreed post-closing occupancy addendum.
8. DEFAULT; REMEDIES
8.01 Buyer Default. If Buyer fails to perform any obligation and does not cure within [5] Business Days after written notice, Seller may terminate and retain the Earnest Money as liquidated damages, which shall constitute Seller’s sole remedy (except for provisions surviving termination).
8.02 Seller Default. If Seller fails to perform and does not cure within [5] Business Days after written notice, Buyer may:
(a) Terminate and receive a prompt refund of Earnest Money plus reimbursement of third-party due-diligence costs not exceeding $[COST CAP]; or
(b) Seek Specific Performance Remedy per Section 8.04(b).
8.03 Mutual Termination. Upon mutual written agreement, the Parties may terminate, and Escrow Agent shall disburse the Earnest Money as directed.
8.04 Remedies.
(a) Liquidated Damages. The Parties acknowledge that actual damages are difficult to ascertain and agree the Earnest Money constitutes a reasonable estimate thereof.
(b) Specific Performance Remedy. Buyer may enforce conveyance of the Property through an action for specific performance, in addition to reimbursement of costs and reasonable attorneys’ fees.
9. RISK ALLOCATION
9.01 Limited Indemnification.
(a) Seller shall indemnify Buyer against third-party claims arising from pre-Closing events relating to the Property, limited to direct damages and capped at the Earnest Money amount.
(b) Buyer shall indemnify Seller against third-party claims arising from Buyer’s pre-Closing inspections.
9.02 Liability Cap. Except for fraud or intentional misconduct, the maximum aggregate liability of either Party under this Agreement shall not exceed the Earnest Money amount.
9.03 Insurance. Through Closing, Seller shall maintain property casualty insurance in coverage not less than the current replacement cost.
9.04 Force Majeure. Performance deadlines shall be extended on a day-for-day basis for events beyond a Party’s reasonable control (weather disasters, governmental shutdowns, etc.), provided notice is given within [5] Business Days after occurrence.
10. DISPUTE RESOLUTION
10.01 Governing Law; Venue. This Agreement is governed by and shall be construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles. Exclusive venue lies in the state courts located in [COUNTY], Texas.
10.02 Optional Arbitration.
(a) Either Party may elect binding arbitration by delivering an Arbitration Election Notice within [10] Business Days after commencement of litigation.
(b) Arbitration shall proceed under the Texas Arbitration Act with a single arbitrator experienced in real estate law.
(c) The arbitrator may award injunctive relief (including the Specific Performance Remedy) and attorneys’ fees.
10.03 Jury Trial. The Parties expressly decline a jury-trial waiver; any litigated matter shall be tried to the court unless all Parties later waive jury by written stipulation.
10.04 Injunctive Relief. Nothing herein limits either Party’s right to seek temporary or permanent injunctive relief, including specific performance, from a court of competent jurisdiction.
11. GENERAL PROVISIONS
11.01 Notices. All notices shall be in writing and deemed given when (i) delivered in person, (ii) sent by nationally recognized overnight courier, or (iii) transmitted via email with confirmation, in each case to the addresses set forth above.
11.02 Entire Agreement; Amendments. This Agreement (with exhibits) constitutes the entire agreement of the Parties. Amendments must be in a writing signed by both Parties.
11.03 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlling, controlled by, or under common control with Buyer and possessing adequate financial capacity.
11.04 Severability. If any provision is held invalid, the remaining provisions remain enforceable, and the invalid portion shall be reformed to the minimum extent necessary to uphold intent.
11.05 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original. Electronic signatures and notarizations comply with Texas Uniform Electronic Transactions Act and are binding.
11.06 Time of Essence. Time is of the essence for all dates and deadlines herein.
11.07 Further Assurances. Each Party will execute and deliver any additional documents reasonably required to carry out the purposes of this Agreement.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
BUYER:
[BUYER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
NOTARY ACKNOWLEDGMENT (Seller)
State of Texas §
County of _ §
Before me, the undersigned authority, on this day personally appeared __, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged that _ executed the same for the purposes therein expressed.
Given under my hand and seal of office this ___ day of __, 20.
Notary Public, State of Texas
My Commission Expires: ___
[Repeat Notary Block for Buyer if required]
EXHIBIT A – PERSONAL PROPERTY
[List included appliances, fixtures, window treatments, etc.]
EXHIBIT B – LEGAL DESCRIPTION OF LAND
[Insert metes and bounds or lot/block legal description]
[// GUIDANCE: Attach additional schedules such as HOA documents, surveys, and addenda (e.g., Lead-Based Paint Disclosure) as required. Confirm earnest money logistics with the selected Title Company. Review local customs within the county of closing (e.g., buyer vs. seller title premium split).]