How a Real Estate Business Hired a Lawyer to Draft a Real Estate Purchase Agreement in California

Hello! My name is Damien Bosco, Esq. My law office is in Long Island City, across from Manhattan. A seller's ability to back out of a real estate purchase agreement after signing it is generally very limited, as contracts for the sale of real estate are legally binding once both parties sign it. The seller's ability to back out typically depends on the specific contingencies outlined in the agreement. For instance, if the contract includes a contingency that hasn't been satisfied (e.g., the buyer's financing falls through), the seller may have grounds to terminate. You may want an attorney to review the Agreement to see whether there is a potential breach of contract claim. Feel free to reach out.

In short, yes, a seller can back out of a Purchase and Sale Agreement after signing it. However, a seller can only do this under certain circumstances. These conditions differ whether it is a commercial or residential property. Generally, a seller of property will need a legitimate legal or contractual reason to withdraw from the Purchase and Sale Agreement. Regarding residential properties, during the attorney review period (commonly three days), the seller is able to back out of the agreement without consequences. Additionally, a seller may cancel a home sale without breaching of the contract or incurring legal penalties in the instances of there being in the Purchase and Sale Agreement (i) a home sale contingency (if they cannot find a suitable new home); (ii) an appraisal contingency (if the appraisal comes in lower than expected and the buyer is unwilling to lower the price and the seller will not make up the difference in cash, the contract could be void); (iii) home inspection contingency (if the seller is unwilling to issue credits or make repairs, the seller could end negotiations and the home sale); and (iv) a clause about breach of contract by the buyer that has continued beyond the specific time period in the contract, such as a missing deposit or buyer not securing a mortgage). Moreover, the buyer could enter into a separate agreement with the seller to let them cancel the contract without any liability. For commercial properties, a seller may cancel a Purchase and Sale Agreement also for specific reasons. These include the buyer not funding the purchase price (after the deducting the prorations and adding in of credits as outlined in the Purchase and Sale Agreement), inaccuracy(ies) of the buyer’s representations and warranties, buyer not signing and delivering of the closing documents. In addition, the seller could cancel the contract without a legal penalty if the buyer is unable to obtain financing or assumption of the mortgage, the buyer and seller cannot agree on a price reduction with the buyer after an appraisal or an issue revealed during the due diligence period, and the buyer has breached the contract and it is continuing past the time allotted to cure the default. If a seller of a commercial or residential property withdraws after signing a Purchase and Sale Agreement for a personal reasons then they could face legal and financial consequences. A seller could face a lawsuit from the buyer to make the seller perform (this remedy is called specific performance). A buyer could also sue a seller for the damages of incurring unreasonable and unexpected expenses due to the seller backing out of the purchase and sale agreement, such as storage costs, temporary housing costs, lost deposits, and legal fees. If remedies are not permitted under the Purchase and Sale Agreement, the buyer may be able to collect from the seller liquidated damages (the amount stated in the Purchase and Sale Agreement). The seller may also face a lawsuit from the real estate agent or broker for not being able to collect the commission under their agreement. Like with anything, you should have an attorney review the Purchase and Sale Agreement to know for sure what rights the seller has to cancel a contract after signing.