PURCHASE AND SALE AGREEMENT – RESIDENTIAL

Connecticut

[// GUIDANCE: This template is drafted for the purchase and sale of a single-family residential property located in Connecticut. It incorporates Connecticut-specific statutory disclosure obligations (Conn. Gen. Stat. § 20-327b), customary contingency periods, and closing practices. All bracketed items must be customized for each transaction.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Title and Parties
This Purchase and Sale Agreement (“Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [SELLER LEGAL NAME], a [TYPE OF ENTITY / INDIVIDUAL], with a principal address at [ADDRESS] (“Seller”); and
(b) [BUYER LEGAL NAME], a [TYPE OF ENTITY / INDIVIDUAL], with a principal address at [ADDRESS] (“Buyer”).

1.2 Recitals
A. Seller is the fee simple owner of certain real property located at [PROPERTY ADDRESS], together with all improvements thereon (collectively, the “Property”).
B. Buyer desires to purchase the Property and Seller desires to sell the Property on the terms and conditions set forth herein.
C. In consideration of the mutual covenants and agreements herein, the parties agree as follows.

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

2.1 “Acceptance Date” means the date on which the last party executes this Agreement.
2.2 “Business Day” means any day other than Saturday, Sunday, or a Connecticut-recognized legal holiday.
2.3 “Closing” means the consummation of the purchase and sale contemplated herein, anticipated to occur on the Closing Date.
2.4 “Closing Date” means [CLOSING DATE], or such other date as the parties may mutually agree in writing.
2.5 “Deposit” means the earnest money in the amount of $[AMOUNT] delivered by Buyer pursuant to Section 3.3.
2.6 “Disclosure Law” means Conn. Gen. Stat. § 20-327b and the regulations promulgated thereunder.
2.7 “Financing Contingency Period” means the period ending at 5:00 p.m. (local time) [] calendar days after the Acceptance Date.
2.8 “Inspection Contingency Period” means the period ending at 5:00 p.m. (local time) [] calendar days after the Acceptance Date.
2.9 “Title Company” means [TITLE COMPANY NAME], licensed to transact business in Connecticut.
2.10 “Title Commitment” means a current commitment for an owner’s policy of title insurance issued by the Title Company in the amount of the Purchase Price.

[// GUIDANCE: Insert additional defined terms as needed; ensure consistency throughout.]

3. OPERATIVE PROVISIONS

3.1 Agreement to Sell and Purchase
Seller agrees to sell and Buyer agrees to purchase the Property for the Purchase Price (Section 3.2) subject to the terms, conditions, and contingencies herein.

3.2 Purchase Price
The total purchase price (“Purchase Price”) shall be $[PURCHASE PRICE], payable as follows:
a. Deposit: $[AMOUNT] (the “Deposit”) to be delivered within two (2) Business Days after the Acceptance Date and held in escrow by [ESCROW AGENT] in a non-interest-bearing account.
b. Balance at Closing: The balance of the Purchase Price, subject to prorations and adjustments, shall be paid by wire transfer of immediately available funds at Closing.

3.3 Earnest Money Escrow
a. Release Conditions. The Deposit shall be applied to the Purchase Price at Closing or disbursed as otherwise provided in this Agreement.
b. Interest. Any interest earned on the Deposit shall accrue to the benefit of the party ultimately entitled to the Deposit.
c. Liability Cap. Each party’s aggregate liability for monetary damages under this Agreement is capped at the amount of the Deposit (Section 7.3).

3.4 Contingencies
a. Inspection Contingency. Buyer shall, at Buyer’s sole cost, have the right to conduct any inspections during the Inspection Contingency Period. Buyer may terminate this Agreement prior to expiration of the Inspection Contingency Period by written notice if dissatisfied with the Property’s condition.
b. Financing Contingency. Buyer’s obligation to close is contingent upon Buyer obtaining a written mortgage commitment in an amount not less than $[AMOUNT] on or before the expiration of the Financing Contingency Period.
c. Title & Survey Contingency. Buyer shall have [___] Business Days after receipt of the Title Commitment and survey to object in writing to title defects.
d. Home Sale Contingency. [OPTIONAL – DELETE IF NOT APPLICABLE] Buyer’s obligations are contingent upon the sale of Buyer’s existing residence located at [ADDRESS] on or before [DATE].

3.5 Closing Procedures
a. Location. Closing shall occur at the offices of [CLOSING ATTORNEY/TITLE COMPANY] or such other location or via remote/escrow closing as the parties may agree.
b. Deliveries by Seller. At Closing, Seller shall deliver: (i) a duly executed [WARRANTY/QUITCLAIM] deed, (ii) Connecticut conveyance tax return, (iii) affidavit of title, (iv) FIRPTA affidavit, (v) keys and access codes, and (vi) all required statutory disclosures.
c. Deliveries by Buyer. Buyer shall deliver: (i) Purchase Price balance, (ii) executed conveyance tax return, and (iii) any lender-required documents.
d. Prorations & Adjustments. Real estate taxes, rents, common charges, fuel oil/propane, and other customary items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.

3.6 Possession
Possession shall be delivered to Buyer at Closing, subject only to rights of tenants disclosed in Schedule [__].

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations
Each party represents that:
a. Authority. It has full power and authority to enter into and perform this Agreement.
b. No Conflict. Execution of this Agreement does not violate any agreement or order binding on such party.

4.2 Seller’s Representations
Seller further represents and warrants to Buyer that, as of the Effective Date and again at Closing:
a. Title. Seller holds marketable fee simple title to the Property, free and clear of all liens except Permitted Exceptions.
b. Compliance with Disclosure Law. Seller will provide Buyer with a fully completed Connecticut Residential Property Condition Disclosure Report in the statutory form (“Disclosure Statement”).
c. Lead-Based Paint. If the Property was built prior to 1978, Seller has provided Buyer with the federal “Protect Your Family from Lead In Your Home” pamphlet and the Lead-Based Paint Disclosure form.
d. No Notices. Seller has received no written notice of any condemnation, assessment, or zoning change not disclosed to Buyer.

4.3 Survival
All representations and warranties shall survive Closing for a period of [___] months, except as otherwise expressly stated.

5. COVENANTS & RESTRICTIONS

5.1 Seller’s Pre-Closing Covenants
a. Maintenance. Seller shall maintain the Property in substantially the same condition as of the Effective Date, reasonable wear and tear excepted.
b. Access. Seller shall provide Buyer and Buyer’s agents reasonable access for inspections, appraisal, and survey.
c. Encumbrances. Seller shall not further encumber the Property without Buyer’s written consent.

5.2 Buyer’s Pre-Closing Covenants
a. Loan Application. Buyer shall diligently pursue financing and timely provide all lender-requested information.
b. Insurance. Buyer shall obtain a binder for homeowner’s insurance effective as of the Closing Date.

5.3 Notice & Cure
A party claiming breach of any covenant shall provide written notice to the breaching party, who shall have [___] Business Days to cure.

6. DEFAULT & REMEDIES

6.1 Buyer Default
If Buyer defaults and fails to cure within any applicable cure period, Seller’s sole remedy shall be retention of the Deposit as liquidated damages, it being impossible to accurately determine Seller’s damages.

6.2 Seller Default
If Seller defaults and fails to cure within any applicable cure period, Buyer may:
a. Terminate this Agreement and receive a refund of the Deposit; or
b. Seek specific performance to compel conveyance of the Property.

6.3 Mutual Provisions
a. Attorney Fees. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorney fees and costs.
b. Waiver of Consequential Damages. Except for willful misconduct or fraud, neither party shall be liable for consequential or punitive damages.

7. RISK ALLOCATION

7.1 Indemnification (Limited)
a. Seller Indemnity. Seller shall indemnify and hold harmless Buyer from losses arising solely from Seller’s breach of Section 4.2.
b. Buyer Indemnity. Buyer shall indemnify and hold harmless Seller from losses arising solely from Buyer’s breach of Section 4.1 or 5.2.
c. Scope. Indemnification is limited to direct damages and expressly excludes consequential damages.

7.2 Insurance
Until Closing, Seller shall keep the Property insured against loss by fire and extended coverage in an amount not less than the full insurable value.

7.3 Liability Cap
Except as otherwise expressly provided, each party’s aggregate liability under this Agreement shall not exceed the amount of the Deposit, and such cap shall survive termination or Closing.

7.4 Casualty & Condemnation
a. Casualty. If the Property suffers material damage (> 10% of Purchase Price) prior to Closing, Buyer may terminate or elect to proceed with an assignment of insurance proceeds.
b. Condemnation. If condemnation materially impairs the Property, Buyer may terminate or proceed with an assignment of condemnation awards.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflict-of-law principles.

8.2 Forum Selection
Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY], Connecticut.

8.3 Arbitration (Optional)
[SELECT ONE]
☐ (a) Arbitration Elected. All disputes shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Real Estate Industry Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
☐ (b) Arbitration Not Elected. Disputes shall be resolved exclusively in the forum specified in Section 8.2.

8.4 Jury Waiver
[INTENTIONALLY OMITTED pursuant to user mandate.]

8.5 Injunctive Relief
Nothing herein shall impair either party’s right to seek equitable relief, including specific performance under Section 6.2(b).

9. GENERAL PROVISIONS

9.1 Amendments; Waivers
No amendment or waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

9.2 Assignment
Neither party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an affiliated entity controlled by Buyer for financing purposes upon prior written notice to Seller.

9.3 Successors & Assigns
This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

9.4 Severability
If any provision is declared invalid, the remainder shall remain in full force, and the invalid provision shall be construed to best effectuate the parties’ intent.

9.5 Entire Agreement
This Agreement (including all Schedules and Exhibits) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings, written or oral.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by PDF, facsimile, or other electronic means shall be deemed original and binding.

9.7 Notice
All notices shall be in writing and deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses in Section 1.1 or such other address as a party may designate by notice.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

SELLER:

[SELLER NAME]
Date: _________

BUYER:

[BUYER NAME]
Date: _________

[// GUIDANCE: The following notary block is typical in Connecticut residential transactions; confirm with local counsel.]

State of Connecticut
County of ____ ) ss. ________ [DATE]

On this ___ day of _, 20_, before me, the undersigned, personally appeared ________, proved to me through satisfactory evidence of identification to be the person(s) whose name(s) are signed above, and acknowledged the foregoing instrument to be his/her/their free act and deed.

Notary Public
My Commission Expires: ____

EXHIBITS & SCHEDULES (Attach as Needed)

• Exhibit A – Legal Description of Property
• Exhibit B – Connecticut Residential Property Condition Disclosure Report
• Exhibit C – Lead-Based Paint Disclosure (if applicable)
• Exhibit D – Personal Property Included/Excluded
• Schedule 1 – Tenant/Lease Information

[// GUIDANCE: Ensure statutory disclosure forms are the most current versions issued by the Connecticut Department of Consumer Protection.]