Home Q&A Forum What happens if a purchase agreement expires?

Real Property

Purchase Agreement

California

Asked on Oct 31, 2023

What happens if a purchase agreement expires?

I recently entered into a purchase agreement for a property with a seller. The agreement had a specific timeline for when the purchase needs to be completed, but that timeline is quickly approaching and the purchase has not yet been completed. I am unsure of what happens if the purchase agreement expires and I would like to get more information from a lawyer on the potential implications of the agreement expiring.

Answers from 1 Lawyer

Answer

Real Property

California

Answered 902 days ago

Sarah S.

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Business Lawyer
Licensed in California
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Member Since:
June 19, 2023

As long as you have an accepted offer the contract is valid and enforceable, regardless of the purchase agreement date; However, if there is a termination clause in the agreement or any language that might trigger termination after expiration, then the contract might be invalid. You need a lawyer to thoroughly review the contract.

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When asset purchase agreement vs. stock purchase agreement?

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A stock purchase agreement only deals with the sale of stocks (which I know sounds a little obvious). The practical effect of which is you would own a percentage share of the company if that company is a corporation. If you used a stock purchase agreement the company would remain intact as a legal entity that you would have control over. If the company isn’t a corporation, or you’re not looking to keep the company intact, an asset purchase agreement would be you purchasing the assets of the company (up to and including the name and place of business) without necessarily taking control of the legal entity itself. Really which ever one you use they can both be drafted to accomplish your goals and more information would be needed to assess which one is right in your specific situation.

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The purchase agreement includes essential clauses such as the identification of parties, a detailed description of the property or assets, the specified purchase price, payment terms, closing date, representations and warranties, indemnification provisions, details regarding default and remedies, confidentiality agreements, and termination conditions.

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I'm so sorry about this situation! So legally speaking, the answer is no. Under California law, a breach of contract occurs when one party fails to fulfill a legal duty the contract created and causes damages for the plaintiff. (California Civil Jury Instructions Number 303.) The measure of damages is the amount that will compensate the aggrieved party for all the detriment caused thereby or likely to result therefrom. (Cal. Civ. Code § 3300.) You may also seek specific performance of the agreement, too. You have some options you can explore: You can send them a demand for performance or some financial compensation. I have a template letter you can use here - https://www.contractscounsel.com/t/document-form-checkout/119 Otherwise, you can file a lawsuit in your local court. If you’ve already sent a bunch of letters, then the truth is this is the only way to compel them to do anything. Best of luck!

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A well-written purchase offer usually includes several ways for a buyer to back out of the purchase without any penalty - for example, if the buyer doesn't like the inspector's report, one can usually back out on that basis - another typical one is failing to obtain a loan. I hope your buyer's agent wrote up the offer in a way that gave you 2 or 3 "escape clauses" - you should talk with your agent, but if there are problems, I would recommend that you have a real estate attorney review your offer and help you get out of the offer - if possible - with minimal or no cost to you.

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