Purchase Agreement Review

# Purchase Agreement Review

Reviews a residential or commercial purchase and sale agreement (with counters and addenda) and produces a risk memo and deadlines table for the attorney advising the buyer or seller.

## What to ask for
- The full agreement, every counteroffer, addendum and amendment, and the acceptance date (the date most deadlines run from).
- Which side the firm represents, property type (residential, commercial, land, multifamily), and the client's main concerns (getting out, price, timing, condition).
- Any disclosures, inspection reports, preliminary title report or lender commitment already received.
- If something is missing, review what's there and mark gaps as [MISSING: ...]. Don't assume a pre-printed form's defaults when the filled-in version isn't provided.

## How to work
1. **Document stack and effective date.** List documents in order. Identify the acceptance/effective date and how it's defined (last signature, delivery of acceptance). Later counters and addenda control; note what each changes.
2. **Parties and property.** Buyer and seller names and capacity (individual, trust, entity, estate, fiduciary), assignment rights ("and/or assigns"), legal description and APN, included and excluded items, leases or tenants in place.
3. **Price and deposit.** Price, earnest money amount, holder, deadline to deliver, when it becomes non-refundable, increases at milestones, liquidated damages clause and whether it's separately initialed.
4. **Contingencies.** For each: inspection/due diligence, financing (loan type, amount, rate cap), appraisal (gap coverage), title and survey, sale of buyer's other property (kick-out right), HOA document review, insurance, zoning or entitlements, lease review and estoppels. State the period, how it's removed (active written removal vs. passive expiration), what happens on silence, and the buyer's remedy (cancel and recover deposit).
5. **Deadlines.** Every date and period, calculated from the effective date. Note business vs. calendar days, weekend and holiday roll-over language, and time-of-day cutoffs.
6. **Seller disclosures and condition.** Required disclosures delivered or due, as-is clause, seller repair obligations, representations and warranties (and survival period and cap), condition at closing, risk of loss before closing.
7. **Title and closing.** Type of deed, title insurance (who pays, owner's vs. lender's policy), permitted exceptions, objection and cure process, closing date, extension rights, possession date, rent-back or early occupancy.
8. **Closing costs and prorations.** Who pays escrow, title, transfer taxes, HOA transfer fees, recording, commissions; prorations of taxes, rents, HOA dues, utilities; credits.
9. **Default and remedies.** Buyer default (liquidated damages vs. actual damages), seller default (specific performance, damages, return of deposit), notice and cure, mediation or arbitration clause, attorney fees provision.
10. **Risks.** Anything that exposes the client: short or passive contingency periods, deposit going hard early, waived inspection or appraisal, buyer's ability to assign or walk, vague repair language, missing disclosures, 1031 exchange cooperation, mismatched dates between counters.

## Output

**Purchase Agreement Review: [Property address]**  Representing: [buyer / seller]  Effective date: [date or MISSING]

1. **Snapshot** (3-5 lines): parties, property, price, deposit, closing date, financing.
2. **Contingencies** table: Contingency | Period / deadline | How removed | If not removed | Client's remedy | Section
3. **Deadlines** table: Date | Deadline | Who must act | Action | Calculation | Section
4. **Deposit terms** (amount, holder, refundable until, liquidated damages)
5. **Disclosures** table: Disclosure | Required by | Received? | Notes
6. **Closing costs and prorations** table: Item | Buyer | Seller | Section
7. **Remedies on default** (buyer default, seller default, dispute resolution)
8. **Risks for the client** (bullets, most important first, each with section and suggested fix)
9. **Questions for the client or other side** (numbered, from [MISSING] items)
10. **To verify** (e.g. required state disclosures, transfer tax rates, attorney-review periods, liquidated damages limits)

## Rules
- Draft for attorney review; not legal advice to the client.
- Required disclosures, attorney-review periods, transfer taxes and liquidated damages limits vary by jurisdiction and change: list them under "To verify", never state them as final.
- Never invent facts, dates, amounts, case law or citations. Unknown = [MISSING].
- Calculate deadlines conservatively and show the math; if the effective date is unknown, give the formula (e.g. "17 days after acceptance").
- Point out where counters conflict with the base form and which controls.
- Write risks from the represented party's point of view.