RESIDENTIAL PURCHASE AND SALE AGREEMENT

(State of Louisiana)

[// GUIDANCE: This template is designed for transactions involving an existing single-family residence located in Louisiana. It incorporates the Louisiana Residential Property Disclosure Act and other state-specific practices. Customize all bracketed placeholders, verify compliance with local parish recording rules, and attach required statutory disclosures before execution.]

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale of Property
3. Purchase Price; Earnest Money Deposit
4. Property Condition; Statutory and Contractual Disclosures
5. Contingencies
6. Closing Procedures
7. Representations and Warranties
8. Covenants
9. Events of Default
10. Remedies
11. Risk Allocation
12. Notices
13. Governing Law; Forum; Dispute Resolution
14. Miscellaneous
15. Execution; Notarization

I. DOCUMENT HEADER

This Residential Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• Seller: [SELLER NAME], [marital status and mailing address]; and
• Buyer: [BUYER NAME], [marital status and mailing address].

Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals

A. Seller is the fee-simple owner of the residential real property and all improvements commonly known as [PROPERTY ADDRESS], situated in the Parish of [PARISH], State of Louisiana, together with all rights, servitudes, fixtures, and appurtenances (collectively, the “Property”).

B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein and for the consideration stated below.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms apply equally to singular and plural forms. Section references are to this Agreement unless otherwise noted.

“Applicable Law” – All federal, state, and local laws, ordinances, regulations, and orders, including the Louisiana Residential Property Disclosure Act, La. R.S. 9:3196–3199.

“Business Day” – Any day other than Saturday, Sunday, or a Louisiana state-recognized legal holiday.

“Closing” – The consummation of the transaction contemplated herein, to occur on the Closing Date at the Closing Location.

“Closing Date” – [CLOSING DATE], or such later date as the Parties may mutually agree in writing.

“Closing Documents” – Collectively, the Act of Sale, transfer tax returns, settlement statements, and all other instruments required to effectuate transfer of the Property.

“Contingency Period” – The aggregate period during which any Contingency must be satisfied or waived, expiring at 11:59 p.m. Central Time on [CONTINGENCY EXPIRATION DATE].

“Earnest Money” – The deposit described in Section 3.2.

“Inspection Period” – The period commencing on the Effective Date and expiring at 11:59 p.m. Central Time on [INSPECTION PERIOD EXPIRATION DATE].

“Title Company” – [TITLE COMPANY NAME], or any other reputable title insurance company mutually acceptable to the Parties.

All other initially-capitalized terms not defined in this Section have the meanings otherwise ascribed in this Agreement.

III. OPERATIVE PROVISIONS

1. Purchase and Sale of Property

1.1 Agreement to Convey. Subject to the terms of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, the Property.
1.2 Personal Property. The sale includes only those items of personal property listed on Schedule 1 (the “Included Personal Property”). All other personal property is excluded.

2. Purchase Price; Earnest Money Deposit

2.1 Purchase Price. The purchase price for the Property shall be $[PURCHASE PRICE] (the “Purchase Price”), payable as follows:
 (a) Earnest Money – $[EARNEST MONEY AMOUNT] in immediately available funds, delivered to the Escrow Agent within three (3) Business Days after the Effective Date;
 (b) Cash at Closing – The balance of the Purchase Price, subject to prorations and adjustments, paid by wire transfer at Closing.

2.2 Earnest Money; Escrow Agent.
 (a) Escrow Agent. The Earnest Money shall be held by [ESCROW AGENT NAME] (the “Escrow Agent”) in a non-interest-bearing trust account in accordance with this Agreement and Applicable Law.
 (b) Disposition. The Earnest Money shall be:
  (i) credited toward the Purchase Price at Closing;
  (ii) delivered to Seller as liquidated damages under Section 10.2(a); or
  (iii) returned to Buyer as provided in Section 10.2(b).
 (c) Liability Cap. THE PARTIES AGREE THAT THE EARNEST MONEY CONSTITUTES THE SOLE AND EXCLUSIVE MONETARY LIABILITY OF EITHER PARTY FOR A DEFAULT HEREUNDER, EXCEPT AS EXPRESSLY PROVIDED IN THE INDEMNIFICATION PROVISIONS OF SECTION 11.1.

[// GUIDANCE: The above clause implements the “liability cap: earnest money” requirement and should not be modified without client approval.]

3. Property Condition; Statutory and Contractual Disclosures

3.1 Statutory Property Disclosure. Seller shall deliver to Buyer a completed Louisiana Residential Property Disclosure Document in the form prescribed by La. R.S. 9:3198 (the “Disclosure Statement”) within five (5) Days after the Effective Date. Buyer’s receipt of the Disclosure Statement commences the statutory right of rescission period under La. R.S. 9:3198(A)(4).
3.2 Lead-Based Paint Disclosure. If the dwelling was built prior to 1978, Seller shall provide Buyer with the federally required lead-based paint disclosure form and EPA pamphlet.
3.3 Flood Hazard and Mold Disclosures. To the extent required by Applicable Law, Seller shall disclose all known prior flood events, flood insurance claims, and current FEMA flood zone designations, and any known mold contamination.
3.4 “AS-IS” Condition; Inspection Rights. Subject to Sections 3.1–3.3 and Buyer’s Contingencies, Buyer acknowledges and agrees that the Property is being purchased “AS-IS, WHERE-IS, WITH ALL FAULTS,” and Buyer shall rely exclusively on its own inspections and investigations.

4. Contingencies

4.1 Inspection Contingency. During the Inspection Period, Buyer may, at Buyer’s sole expense, conduct any customary inspections. Buyer may terminate this Agreement by written notice delivered to Seller prior to expiration of the Inspection Period if Buyer is dissatisfied with the results of any inspection, in which case the Earnest Money shall be refunded to Buyer.
4.2 Financing Contingency. Buyer’s obligation to close is contingent upon Buyer obtaining a [CONVENTIONAL/FHA/VA] loan in the amount of $[LOAN AMOUNT] on or before the Contingency Period expiration.
4.3 Appraisal Contingency. If the Property fails to appraise at or above the Purchase Price, Buyer may (i) proceed with Closing by paying any shortfall in cash, or (ii) terminate and receive a refund of the Earnest Money.
4.4 Title Contingency. Buyer shall have until [TITLE OBJECTION DEADLINE] to review the title commitment. Seller shall cure timely, reasonable objections within fifteen (15) Days. If Seller fails to cure, Buyer may terminate or waive the objection.

5. Closing Procedures

5.1 Closing Date & Location. The Closing shall occur on the Closing Date at the offices of the Title Company (the “Closing Location”) or by mail/remote notary as permitted by Louisiana law.
5.2 Seller’s Closing Deliverables. At Closing, Seller shall deliver:
 (a) An Act of Cash Sale in authentic form;
 (b) Good and merchantable title, subject only to Permitted Exceptions;
 (c) Possession of the Property, free of tenants unless otherwise stated;
 (d) FIRPTA affidavit, owner’s affidavit, and any other customary seller documents.
5.3 Buyer’s Closing Deliverables. Buyer shall deliver:
 (a) Purchase Price balance;
 (b) Any lender-required documents;
 (c) Evidence of hazard and, if applicable, flood insurance.
5.4 Prorations & Closing Costs. Taxes, HOA dues, rents, and utilities shall be prorated as of 11:59 p.m. on the day preceding Closing. Closing costs shall be allocated pursuant to Schedule 2.
5.5 Possession. Possession shall transfer to Buyer upon recordation of the Act of Sale unless otherwise agreed in a written occupancy agreement.

IV. REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that:
 (a) It has full power and authority to enter into and perform this Agreement;
 (b) This Agreement constitutes a valid and binding obligation against such Party;
 (c) Execution does not violate any contract or court order binding upon it.

6.2 Seller’s Representations. Seller further represents that, to Seller’s actual knowledge:
 (a) No material violations of building, zoning, or environmental laws exist;
 (b) No condemnation or similar proceedings are pending or threatened;
 (c) All assessments due prior to Closing will be paid by Seller;
 (d) The information in the Disclosure Statement is true, correct, and complete in all material respects.

6.3 Survival. The representations and warranties in Sections 6.1 and 6.2 shall survive Closing for a period of [SURVIVAL PERIOD, e.g., 12 months] and shall then cease and terminate.

V. COVENANTS & RESTRICTIONS

7.1 Interim Operations. Between the Effective Date and Closing, Seller shall:
 (a) Maintain the Property in substantially its present condition;
 (b) Keep all existing insurance in full force;
 (c) Provide reasonable access for Buyer’s appraisers and inspectors.

7.2 Negative Covenants. Seller shall not without Buyer’s prior written consent:
 (a) Enter into any new lease or service contract that will survive Closing;
 (b) Place or permit any additional liens or encumbrances on the Property.

7.3 Notice Obligations. Each Party shall promptly notify the other of any fact or circumstance that would make its representations untrue or that would result in an Event of Default.

VI. DEFAULT & REMEDIES

8.1 Events of Default.
 (a) Buyer Default – Failure to close in accordance with this Agreement after satisfying or waiving all Contingencies.
 (b) Seller Default – Failure to convey title or otherwise perform any covenant required at Closing.

8.2 Remedies.
 (a) Buyer Default. Seller’s sole remedy is to terminate this Agreement and retain the Earnest Money as liquidated damages.
 (b) Seller Default. Buyer may either (i) terminate this Agreement and receive a refund of the Earnest Money plus reimbursement of out-of-pocket third-party costs not to exceed $[COST CAP], or (ii) seek specific performance pursuant to Section 10.2.
 (c) No Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

8.3 Attorneys’ Fees. The prevailing Party in any action or proceeding arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

9.1 Limited Indemnification.
 (a) Seller Indemnity. Seller shall indemnify Buyer from and against losses arising from (i) Seller’s breach of Section 6.2; or (ii) claims by persons claiming through Seller.
 (b) Buyer Indemnity. Buyer shall indemnify Seller for losses arising from Buyer’s breach of this Agreement or Buyer’s entry onto the Property before Closing.
 (c) Cap; Survival. Indemnification obligations are capped at the Earnest Money amount and survive Closing or termination for [SURVIVAL PERIOD, e.g., 12 months].

9.2 Force Majeure. Neither Party shall be liable for delays caused by acts of God, governmental restrictions, or other events beyond its reasonable control; however, either Party may terminate if the Closing is delayed more than thirty (30) Days.

9.3 Insurance. Buyer shall obtain hazard (and if applicable, flood) insurance effective as of the Closing Date. Seller shall maintain existing coverage until transfer of title.

VIII. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Louisiana, without regard to conflict-of-laws rules.

10.2 Forum Selection. Any legal action arising out of this Agreement shall be brought exclusively in the state courts located in [PARISH] Parish, Louisiana.

10.3 Optional Arbitration. At any time, the Parties may mutually agree in writing to submit any dispute to binding arbitration administered by the American Arbitration Association under its Residential Real Estate Rules.

10.4 Specific Performance. Nothing in this Section shall impair a Party’s right to seek specific performance, injunctive, or other equitable relief as contemplated under Section 8.2(b)(ii).

10.5 Waiver of Jury Trial. [OMITTED PER USER INSTRUCTIONS.]

IX. GENERAL PROVISIONS

11.1 Amendments; Waivers. No amendment or waiver is effective unless in writing and signed by the Party against whom enforcement is sought.

11.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlled by or under common control with Buyer for financing or title-holding purposes.

11.3 Successors and Assigns. Subject to Section 11.2, this Agreement binds and benefits the Parties and their respective successors and permitted assigns.

11.4 Severability. Any provision held invalid shall be severed and the remainder construed so as to best effectuate the intent of the Parties.

11.5 Entire Agreement. This Agreement, together with the Schedules and any written amendments, constitutes the entire understanding between the Parties and supersedes all prior agreements regarding the Property.

11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by electronic means (e.g., DocuSign, PDF) are binding for all purposes.

11.7 Time of Essence. Time is of the essence with respect to all dates and deadlines herein.

11.8 Further Assurances. Each Party shall execute and deliver such additional documents as may be reasonably necessary to carry out the intent of this Agreement.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Residential Purchase and Sale Agreement as of the Effective Date.

SELLER:

[SELLER NAME]
Date: ______

BUYER:

[BUYER NAME]
Date: ______

[// GUIDANCE: If any Party is an entity, add signature block with name, title, and corporate authority language.]

NOTARY ACKNOWLEDGMENT

[Include Louisiana statutory acknowledgment form if the Act of Sale is incorporated herein or if local practice requires notarization of this Agreement.]

SCHEDULE 1 – INCLUDED PERSONAL PROPERTY

[List appliances, window treatments, fixtures, etc.]

SCHEDULE 2 – ALLOCATION OF CLOSING COSTS

• Owner’s Title Policy: Seller
• Lender’s Title Policy: Buyer
• Recordation Fees: [PARTY]
• Documentary/Transfer Taxes: [PARTY]
• Settlement/Closing Fee: [PARTY]
• HOA Transfer Fee: [PARTY]

[// GUIDANCE: Attach or incorporate by reference (a) Louisiana Residential Property Disclosure Statement; (b) Lead-Based Paint Disclosure; (c) Flood Zone Disclosure; and (d) any parish-specific forms.]