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Real Estate Purchase and Sale Agreement & Counter

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REAL ESTATE PURCHASE AND SALE AGREEMENT & COUNTER

This Real Estate Purchase and Sale Agreement and Counteroffer (Agreement) is made on by and between the parties identified below. This document sets forth the terms and conditions under which Seller agrees to sell and Buyer agrees to buy the Property, subject to the contingencies and terms herein.

PARTIES

PROPERTY IDENTIFICATION

Fixtures and personal property included in the sale: . Items expressly excluded:

FINANCIAL TERMS

CONTINGENCIES

Financing contingency: Buyer shall obtain loan approval in the principal amount of by . Financing contingency status: Yes No

Inspection contingency: Buyer shall have days from execution to complete inspections. Inspection deadline: .

Appraisal contingency: Yes No. If appraisal is below Purchase Price, parties agree that Price will be adjusted to

CLOSING, TITLE, AND COSTS

Closing shall occur on or before at the office of:

Closing costs, title premiums, escrow fees, and prorations shall be allocated as follows: Buyer pays ; Seller pays .

POSSESSION AND CONDITION

Possession to Buyer shall be delivered: . Risk of loss prior to closing remains with Seller except as otherwise provided by law or agreed herein.

Utilities and services responsibility until possession: Seller pays ; Buyer pays ; Other:

DISCLOSURES

Lead-based paint disclosure applicable (if built before 1978): Yes No

Known mold, water intrusion, or structural defects: Yes No

Prior material damage, insurance claims, or material repairs: Yes No If yes, describe:

DEFAULT; REMEDIES

If Buyer defaults, Seller's remedies shall include retention of Earnest Money as liquidated damages, specific performance, or other remedies available at law or equity. If Seller defaults, Buyer may elect specific performance, return of Earnest Money, or other remedies at law or equity. Parties acknowledge that liquidated damages are not a penalty but a reasonable estimate of actual damages for breach.

Seller may retain Earnest Money as liquidated damages
Buyer may seek specific performance
Other remedies (describe below)

COUNTEROFFER TERMS

This instrument functions as an offer and a counteroffer where initial terms are modified below. Counteroffer shall be effective only if signed by the party receiving this counter and delivered to the other party before the deadline stated below.

Counteroffer acceptance deadline: . If not accepted by such deadline, this counteroffer shall be deemed withdrawn.

Buyer acceptance of counteroffer: Accept Decline

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the Property and supersedes all prior negotiations and agreements, whether written or oral. Any amendment must be in writing and signed by all parties.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located.

Notices: All notices or communications required or permitted hereunder shall be in writing and delivered to the addresses provided above, or to such other address as a party may designate in writing.

Buyer:

By:

Date:

Seller:

By:

Date:

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What the Real Estate Purchase and Sale Agreement & Counter Is

A Real Estate Purchase and Sale Agreement & Counter is a legally binding contract that documents the terms under which a property will be transferred between buyer and seller. The document sets price, deposit, contingencies, closing date, title and escrow instructions, prorations, included fixtures, and remedies for default. A counteroffer revises one or more original terms and creates a new offer that the other party may accept, reject, or counter again. Accurate, complete agreements reduce closing delays, title issues, and post-closing disputes by locking in obligations for both parties.

Why Use a Standardized Purchase and Sale Agreement & Counter

A standardized agreement clarifies obligations, protects escrow and title processes, and documents contingency removal and deadlines in plain terms. It creates a reproducible record that supports enforceability under the ESIGN Act and most state UETA statutes when executed electronically, and helps coordinate lenders, title companies, and brokers during closing.

Why Use a Standardized Purchase and Sale Agreement & Counter

Who Typically Prepares and Signs This Agreement

Multiple parties rely on the form during a residential or commercial sale: brokers and agents, buyers and sellers, title and escrow officers, and lenders. Each party has defined responsibilities and typical signature points in the workflow.

  • Real estate brokers and agents — prepare and present the offer and counteroffer to clients and track contingencies and deadlines.
  • Buyers and sellers — negotiate price, deposit and contingencies; sign to form contractual obligations and change terms via counteroffers.
  • Title/escrow and lenders — review title instructions, handle closing funds, and require corrected or completed documents for recording.

The agreement coordinates all parties toward a recorded transfer; correct completion prevents recording delays, funding holdbacks, and post-closing disputes.

Core Sections You Should Expect in a Professional Agreement

A robust Purchase and Sale Agreement & Counter organizes material terms, timelines, and protections so each party understands obligations and remedies.

Parties

Full legal names for buyer(s) and seller(s) with entity type when applicable; mismatches can delay title insurance issuance.

Property

Legal description and address, fixture and personal property inclusions, and parcel or tax ID to avoid ambiguity at recording.

Price & Financing

Purchase price, earnest money amount and holder, financing contingency details, loan terms or proof of funds for cash deals.

Contingencies

Inspection, appraisal, loan approval, and title objections with explicit removal dates and cure processes to manage risk.

Closing Mechanics

Closing date, proration rules, escrow instructions, deed form to be used, and party obligations at funding.

Default & Remedies

Deposit forfeiture, specific performance, cure periods, and allocation of closing costs and attorney fees when permitted by law.

Step-by-Step: Completing a Purchase Agreement and Counter

Follow a clear sequence to prepare, deliver, and finalize offers and counteroffers without creating conflicting obligations.

  • 01
    Prepare: Assemble property and party data; attach required disclosures.
  • 02
    Submit Offer: Deliver to opposing party and confirm receipt in writing.
  • 03
    Negotiate: Use counters to change specific terms; track each version.
  • 04
    Finalize: All parties sign final form and deposit funds per escrow instructions.

How to Configure a Digital Counteroffer Workflow

Set up clear signer order, required fields, and notification rules to reduce signer friction and incomplete executions.

Field Configuration
Signer Order Sequential or parallel as industry practice dictates
Required Fields Mark buyer/seller name, date, and deposit fields mandatory
Authentication Email link, SMS code, or knowledge-based verification
Notifications Auto-reminders and status emails to all parties

Where to Send Signed Agreements and Counters

Routing signed documents properly ensures title, lender, and escrow instructions align before closing and recording.

  • Escrow Officer: Send final signed agreement and deposit receipt to escrow for funding instructions.
  • Title Company: Provide signed contract and exception requests for title commitment issuance.
  • Lender: Deliver executed purchase contract as part of loan approval package.
  • Broker Files: Keep signed copies in brokerage transaction management system for compliance.

Digital Signing and Submission: Technical Considerations

Choose a platform that supports audit trails, conditional fields, and integrations with title, escrow, and MLS systems.

  • File Formats: PDF and DOCX widely supported
  • Integrations: CRMs, NetSuite, Google Workspace
  • Authentication: Email, SMS, or advanced methods

Ensure the provider supports ESIGN and UETA compliance, secure storage (AES-256), and exportable audit trails for recording and lender review.

Common Deadlines and Timeline Triggers to Track

Document and monitor key dates—contingency removal, deposit deadlines, and closing—to avoid forfeiture or breach.

Earnest Money Due:

Deposit deadline per contract; often within 48–72 hours

Inspection Contingency:

Deadline to complete inspections and request repairs

Financing Contingency:

Date to obtain loan commitment and clear funding conditions

Closing Date:

Agreed funding and recording date for the deed

Title Commitment:

Deadline to deliver title report and cure exceptions

Notarization and Witness Steps at Closing

Notarization and witness requirements vary by document and state; follow the sequence to protect recording validity.

01

Document Review

Confirm final signed pages and attachments before notarization

02

Signer Identification

Notary verifies identity via ID or credential analysis

03

Witness Presence

If state requires, two witnesses sign in addition to notary

04

Notary Acknowledgement

Notary completes acknowledgement block and journal entry

05

Remote Notarization

Follow RON standards where permitted, including audio-video record

06

Recording Prep

Ensure deed format and acknowledgements meet county recorder rules

07

Escrow Funding

Escrow confirms funds and authorizes recording

08

Final Recording

Recorder stamps deed and returns to escrow for distribution

Essential Fields Typically Included on the Form

Buyer Name: Full legal name
Seller Name: Full legal name
Property Address: Street, city, state, ZIP
Purchase Price: Exact dollar amount
Earnest Money: Amount and holder
Closing Date: MM/DD/YYYY format

Key Risks and Consequences of Errors

Recording Rejection: Improper acknowledgements
Deposit Forfeiture: Contingency miss or buyer default
Title Exceptions: Uncured defects delay closing
Tax Liability: Incorrect reporting or withholding
Breach Claims: Specific performance or damages
Notary Issues: Invalid journal entries or RON noncompliance

Common Mistakes to Avoid When Preparing a Purchase Agreement & Counter

  • Leaving key fields blank or using inconsistent names between deed and contract, which can hold up title insurance and recording for days or weeks.
  • Failing to set or follow clear contingency removal dates, causing disputes about whether contingencies were timely satisfied or waived.
  • Using vague language for included fixtures or personal property, leading to post-closing claims about what remained with the property.
  • Not confirming the escrow holder or deposit instructions in writing, which can result in misapplied funds or claims against earnest money.

Real-World Examples of Agreement and Counter Use

Two brief examples show how standard agreements and counters resolve negotiation points and document binding acceptance.

Martin Properties — Residential Close

A property manager submitted a timely counter to adjust closing date and earnest money

  • Counter clarified the deposit timing
  • The parties signed the revised agreement, escrow received funds on the revised schedule, and the title company cleared recording exceptions to close on the new date without litigation.

Optica Ventures — Commercial Sale

An investor used a counter to add a financing contingency and limit inclusion of equipment

  • Lender conditions required documentation
  • After conditional approval, parties executed the final agreement, escrow coordinated lien releases, and closing proceeded with funds disbursed per instructions.

Typical eSignature Vendor Comparison for Executing Purchase Agreements

Basic plan pricing and compliance features vary across vendors; signNow appears first as an option for consideration in workflows that require HIPAA, audit trails, and bulk capabilities.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Troubleshooting

Answers focus on common legal and execution questions related to Purchase and Sale Agreements, counters, and e-signature validity.


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