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Recent Answers to Commercial Real Estate Purchase Contract Law Questions

Can a commercial real estate purchase contract be terminated if the buyer discovers undisclosed environmental issues?

Commercial Real Estate

Commercial Real Estate Purchase Contract

New York

I am in the process of purchasing a commercial property and have recently discovered potential environmental issues, such as soil contamination, that were not disclosed by the seller. I want to know if I have the right to terminate the purchase contract based on this new information and what legal options I have to protect my interests and recover any damages if necessary.

Jodi B.

Answered Apr 4, 2025

I would need to see to the contract to see if you have any contingency clauses that were added for your protection before you signed the contract.

Can the seller of a commercial property back out of a purchase contract after signing it?

View Jennifer B.
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Real Estate

Commercial Real Estate Purchase Contract

Texas

I am in the process of purchasing a commercial property and have signed a purchase contract with the seller. However, the seller has recently expressed doubts about selling the property and has hinted at the possibility of backing out of the contract. I have already invested time and resources into the due diligence process and securing financing, and I am concerned about the potential consequences if the seller decides not to proceed with the sale. I would like to know if the seller has the legal right to back out of the contract after signing it, and if so, what recourse do I have in such a situation?

Jennifer B.

Answered Jan 7, 2025

Generally, the seller cannot legally back out of a properly executed purchase agreement where both parties have signed and acceptance has been communicated. Texas courts have consistently held that unilateral rescission by the seller is not permissible without proper cause and procedure, and attempting to do so would constitute a breach of contract subject to legal remedies. The contract itself may include the penalties for the seller failing to follow through on the sale. You, as the buyer, have multiple avenues for relief, including specific performance, termination and recovery of earnest money, and monetary damages, depending on the circumstances of the breach and the terms of the contract.

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