RESIDENTIAL PURCHASE AND SALE AGREEMENT

(State of Wisconsin)

[// GUIDANCE: This template is intentionally comprehensive. Delete bracketed guidance before execution and tailor bracketed placeholders to the transaction.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties

This Residential Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• Seller: [SELLER LEGAL NAME], a [Wisconsin individual / Wisconsin entity type], with an address at [SELLER ADDRESS] (“Seller”); and
• Buyer: [BUYER LEGAL NAME], a [Wisconsin individual / Wisconsin entity type], with an address at [BUYER ADDRESS] (“Buyer”).

1.2 Recitals

A. Seller is the fee simple owner of the real property commonly known as [STREET ADDRESS, CITY, WI ZIP], together with all improvements, fixtures, easements, and appurtenances thereto (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms set forth herein.
C. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

2. DEFINITIONS

For ease of reference, the following terms shall have the meanings assigned below. Capitalized terms not defined herein shall have the meanings ascribed elsewhere in this Agreement.

“Applicable Law” means collectively (i) the laws of the State of Wisconsin, including Wis. Stat. ch. 709 (Seller disclosure), ch. 428 (consumer real estate), and any regulations promulgated thereunder, and (ii) all federal laws applicable to residential real estate transactions.
“Business Day” means any day other than Saturday, Sunday, or a Wisconsin state-recognized holiday.
“Closing” means the consummation of the sale of the Property as provided in Section 3.9.
“Closing Date” means [CLOSING DATE], or such other date as the parties may mutually agree in writing.
“Contingency Period” has the meaning set forth in Section 3.5.
“Earnest Money” means the deposit described in Section 3.3.
“Inspection Period” has the meaning set forth in Section 3.5(a).
“Real Estate Condition Report” means the statutory seller disclosure form required under Wis. Stat. § 709.02.
“Specific Performance” has the meaning set forth in Section 6.4.

[// GUIDANCE: Add or delete defined terms to match deal specifics.]

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Seller agrees to sell and convey, and Buyer agrees to purchase, the Property for the Purchase Price (defined below), free and clear of all liens except Permitted Exceptions (Section 3.7).

3.2 Purchase Price

The total purchase price (the “Purchase Price”) shall be $[AMOUNT], payable as follows:
a. Earnest Money: $[AMOUNT] (Section 3.3)
b. Balance at Closing: $[AMOUNT] in immediately available U.S. funds.

3.3 Earnest Money

Within [3] Business Days after the Effective Date, Buyer shall deposit the Earnest Money with [ESCROW AGENT NAME] (“Escrow Agent”) to be held in trust pursuant to Wis. Admin. Code REEB 18.03. Earnest Money shall be credited to the Purchase Price at Closing or disbursed as provided in Section 6.

3.4 Financing

a. Financing Contingency: This Agreement is [CHECK ONE: contingent / not contingent] upon Buyer obtaining a [fixed-/adjustable-rate, conventional/FHA/VA] mortgage loan in the principal amount of not less than [__]% of the Purchase Price at an interest rate not exceeding [__]% per annum, amortized over [__] years.
b. Buyer shall deliver a written financing commitment (“Commitment”) to Seller on or before [DATE]. Failure to deliver the Commitment shall constitute a Buyer Default (Section 6.2).

3.5 Contingency Periods

a. Inspection Period: Buyer shall, at Buyer’s sole cost, have [10–15] Business Days after the Effective Date (the “Inspection Period”) to conduct any desired inspections.
b. Appraisal Contingency: Buyer shall, on or before [DATE], obtain an appraisal equal to or exceeding the Purchase Price.
c. Radon/Water Tests: Buyer may conduct radon and water quality tests within the Inspection Period.
d. Title Review: Buyer shall have [__] Business Days after receipt of the Title Commitment (Section 3.7) to object in writing to title exceptions.

If any contingency is unsatisfied by its deadline, Buyer may waive the contingency or terminate this Agreement by written notice to Seller before expiration of the applicable period; otherwise, the contingency shall be deemed waived.

3.6 Seller Disclosures

Seller shall deliver to Buyer, within [__] Business Days after the Effective Date:
(i) A fully completed and executed Real Estate Condition Report in the form required by Wis. Stat. § 709.02;
(ii) The HUD/EPA Lead-Based Paint Disclosure (if the Property includes any dwelling constructed prior to 1978);
(iii) Any well and septic inspection reports, if applicable; and
(iv) Any other disclosures required under Applicable Law.

3.7 Title & Survey

a. Title Commitment: Within [__] Business Days after the Effective Date, Seller shall obtain and provide to Buyer a commitment for an ALTA owner’s policy of title insurance (the “Title Commitment”), along with legible copies of all documents noted as exceptions.
b. Permitted Exceptions: The term “Permitted Exceptions” means: (i) general real estate taxes not yet due and payable; (ii) easements, covenants, and restrictions of record that do not materially interfere with Buyer’s intended use; and (iii) matters waived or cured pursuant to Section 3.5(d).
c. Survey: Buyer [may / shall] obtain a survey at Buyer’s expense; any survey objection shall be handled pursuant to Section 3.5(d).

3.8 Interim Risk of Loss

Risk of loss or damage to the Property by fire or other casualty shall remain with Seller until Closing. If the Property is materially damaged prior to Closing, Buyer may (i) terminate this Agreement and receive a refund of Earnest Money or (ii) proceed to Closing with an assignment of insurance proceeds.

3.9 Closing Procedures

a. Closing Venue: The Closing shall occur at [TITLE COMPANY NAME] or such other location as the parties may mutually agree.
b. Prorations: Real estate taxes, rents (if any), utility charges, and homeowner association dues shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
c. Seller Closing Deliverables: Special warranty deed, transfer return (e-RETR Form), FIRPTA certificate, owner’s affidavit, and gap indemnity.
d. Buyer Closing Deliverables: Purchase Price balance, executed loan documents, and closing statements.
e. Recording & Transfer Tax: Seller shall pay Wisconsin real estate transfer tax pursuant to Wis. Stat. § 77.22.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller Representations

Seller represents and warrants to Buyer that:
a. Authority: Seller has full right, power, and authority to enter into and perform this Agreement.
b. Title: Seller holds fee simple title to the Property, subject only to Permitted Exceptions.
c. Compliance: Seller has received no written notice of violation of Applicable Law with respect to the Property that remains uncured.
d. Disclosure Accuracy: The Real Estate Condition Report and other disclosures provided by Seller are, to Seller’s actual knowledge, true, correct, and complete in all material respects.

4.2 Buyer Representations

Buyer represents and warrants to Seller that:
a. Authority: Buyer has full power and authority to enter into and perform this Agreement.
b. Funds: Buyer has, or will have at Closing, sufficient funds or financing to consummate the purchase.

4.3 Survival

The representations and warranties in Sections 4.1 and 4.2 shall survive Closing for a period of [12] months (the “Survival Period”).

5. COVENANTS & RESTRICTIONS

5.1 Seller Covenants (Pre-Closing)

a. Maintain Property: Seller shall maintain the Property in substantially the same condition as on the Effective Date, ordinary wear and tear excepted.
b. No Additional Encumbrances: Seller shall not further encumber the Property after the Effective Date without Buyer’s prior written consent.

5.2 Buyer Covenants

Buyer shall cooperate in good faith with Seller and any lender to timely satisfy all Closing conditions and execute all reasonably requested documents.

6. DEFAULT & REMEDIES

6.1 Seller Default

If Seller fails to perform any material obligation and such failure continues for [5] Business Days after Buyer’s written notice, Buyer may (i) seek Specific Performance (Section 6.4), or (ii) terminate this Agreement and receive a refund of Earnest Money plus reimbursement of out-of-pocket inspection and appraisal costs not to exceed $[CAP].

6.2 Buyer Default

If Buyer (i) fails to timely deposit Earnest Money, (ii) fails to deliver the Commitment, or (iii) otherwise breaches this Agreement and fails to cure within [5] Business Days after Seller’s notice, Seller may terminate this Agreement, whereupon Earnest Money shall be paid to Seller as liquidated damages (Seller’s sole and exclusive remedy, subject to Section 6.4).

6.3 Notice & Cure

Any notice of default shall specify the nature of the default and the cure demanded. Delivery shall be in accordance with Section 9.3.

6.4 Specific Performance

Notwithstanding anything herein to the contrary and without prejudice to Sections 6.1 and 6.2, either party may seek the equitable remedy of specific performance (“Specific Performance”) to compel conveyance or purchase of the Property, recognizing that the Property is unique and monetary damages may be inadequate.

6.5 Attorneys’ Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Limited Indemnification

a. Seller Indemnity: Seller shall indemnify, defend, and hold Buyer harmless from third-party claims arising from Seller’s breach of its representations in Section 4.1, capped at an amount equal to the Earnest Money.
b. Buyer Indemnity: Buyer shall indemnify, defend, and hold Seller harmless from third-party claims arising from Buyer’s pre-Closing entry onto the Property, capped at the Earnest Money.

7.2 Limitation of Liability

Except for liability arising from fraud or willful misconduct, each party’s aggregate liability under this Agreement shall not exceed the Earnest Money, and neither party shall be liable for consequential, punitive, or special damages.

7.3 Insurance

Seller shall maintain existing property insurance through Closing. Buyer shall maintain liability insurance for any pre-Closing inspections.

7.4 Force Majeure

Neither party shall be liable for failure to perform caused by events beyond its reasonable control (e.g., acts of God, governmental orders, epidemic), provided the affected party promptly notifies the other and resumes performance when feasible.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without regard to conflict-of-law principles.

8.2 Forum Selection

Any suit arising hereunder shall be brought exclusively in the state courts of the county in which the Property is located.

8.3 Optional Arbitration

[SELECT ONE]
☐ Arbitration Elected
☐ Arbitration Declined

If elected, disputes shall be submitted to binding arbitration administered by the American Arbitration Association under its Residential Real Estate Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver

[INTENTIONALLY OMITTED PER METADATA—NO JURY WAIVER.]

8.5 Injunctive Relief

Nothing herein shall limit either party’s right to seek temporary or permanent equitable relief, including Specific Performance pursuant to Section 6.4.

9. GENERAL PROVISIONS

9.1 Amendments; Waivers

No modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall be deemed a continuing waiver unless expressly so stated.

9.2 Assignment

Neither party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an entity under common control provided Buyer remains liable.

9.3 Notices

All notices shall be in writing and deemed delivered upon (i) personal delivery, (ii) confirmed overnight courier, or (iii) email with confirmation of receipt, addressed as follows—or to such other address as a party may designate in accordance herewith:

Seller: [SELLER NOTICE ADDRESS & EMAIL]
Buyer: [BUYER NOTICE ADDRESS & EMAIL]

9.4 Entire Agreement; Merger

This Agreement (including exhibits and schedules) constitutes the entire agreement between the parties and supersedes all prior understandings.

9.5 Severability

If any provision is held invalid, the remaining provisions shall remain enforceable to the fullest extent permitted by Applicable Law.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures shall be deemed original and legally binding under the federal E-SIGN Act and Wis. Stat. § 137.15.

9.7 Time of the Essence

Time is of the essence with respect to all dates and deadlines.

9.8 Interpretation

Headings are for convenience only and do not affect interpretation. The parties have jointly negotiated and drafted this Agreement.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, Seller and Buyer have caused this Residential Purchase and Sale Agreement to be executed as of the Effective Date.

SELLER:

[SELLER NAME]
Date: _______

BUYER:

[BUYER NAME]
Date: _______

[// GUIDANCE: If Seller/Buyer is an entity, add signature block with title (e.g., “By: ___, its Manager”).]

NOTARY ACKNOWLEDGMENT (Wisconsin—Seller)

State of Wisconsin )
County of ____ ) ss.

On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared [SELLER NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he/she executed the same for the purposes therein contained.

Notary Public
My commission expires: ____

[Duplicate acknowledgment for Buyer if required by lender or title company.]

[// GUIDANCE: Attach schedules as needed—e.g., legal description of Property, Real Estate Condition Report, Title Commitment, Financing Contingency Addendum.]