RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT
(State of Maine)
[// GUIDANCE: This template is drafted to comply with Maine (“ME”) residential real estate law and reflects the metadata provided. Bracketed text should be customized. Remove guidance comments prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale of Property
- Purchase Price; Earnest Money; Financing
- Contingency Periods
- Closing Procedures
- Representations and Warranties
- Covenants and Restrictions
- Default and Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This Residential Real Estate Purchase and Sale Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:
• [SELLER LEGAL NAME], a [state] [entity type] with a mailing address of [ADDRESS] (“Seller”), and
• [BUYER LEGAL NAME], a [state] [individual/entity] with a mailing address of [ADDRESS] (“Buyer”).
Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Seller is the owner in fee simple of certain real property located at [PROPERTY ADDRESS], County of [COUNTY], State of Maine, together with all improvements thereon, and all rights, privileges, and appurtenances pertaining thereto (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein, for good and valuable consideration, the receipt and sufficiency of which are acknowledged.
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear alphabetically.
“Applicable Law” – All federal, state (including without limitation the Maine Revised Statutes and associated regulations), county, and local statutes, ordinances, rules, and orders in effect on or prior to the Closing Date that govern the transaction contemplated herein.
“Business Day” – Any day other than Saturday, Sunday, or a holiday on which Maine state courts are closed.
“Closing” – The consummation of the transaction, including delivery of the Deed and other Closing Documents, payment of the Purchase Price, and recording, all as set forth in Section 6.
“Closing Date” – [CLOSING DATE], or such earlier or later date as the Parties may agree in writing.
“Closing Documents” – Collectively, the documents set forth in Section 6.3 required to effectuate Closing.
“Contingency Period” – The period(s) set forth in Section 5 during which Buyer may satisfy or waive specified conditions.
“Deed” – A [WARRANTY / QUITCLAIM WITH COVENANTS] deed conveying fee simple title to the Property from Seller to Buyer.
“Deposit Holder” – [ESCROW AGENT/ TITLE COMPANY] designated to hold the Earnest Money in escrow.
“Earnest Money” – The deposit described in Section 4.2.
“Financing Deadline” – The deadline in Section 4.3 by which Buyer must secure Financing Approval.
“Financing Approval” – A written mortgage commitment acceptable to Buyer in Buyer’s sole discretion.
“Inspection Period” – The period in Section 5.1 for Buyer’s property inspections.
“Material Adverse Condition” – Any condition, circumstance, or defect affecting the Property that would reasonably be expected to reduce its value by more than [$ AMOUNT] or materially impair Buyer’s intended use.
“Purchase Price” – The total consideration payable by Buyer to Seller for the Property as set forth in Section 4.1.
“Title Company” – [TITLE COMPANY NAME], or such other title insurance company mutually acceptable to the Parties.
3. PURCHASE AND SALE OF PROPERTY
3.1 Agreement to Sell and Purchase. Subject to the terms and conditions herein, Seller agrees to sell, assign, and convey to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.
3.2 Personal Property. The sale includes only those items of personal property expressly listed on Schedule 3.2 (“Included Personal Property”). All other personal property is excluded.
3.3 Title. Title shall be conveyed by Deed, free and clear of all liens, encumbrances, and defects except for Permitted Exceptions (defined in Section 5.2).
4. PURCHASE PRICE; EARNEST MONEY; FINANCING
4.1 Purchase Price. The Purchase Price is [AMOUNT IN WORDS] Dollars (US $[NUMERIC]), subject to prorations and adjustments under Section 6.4.
4.2 Earnest Money.
(a) Within [3] Business Days after the Effective Date, Buyer shall deposit US $[AMOUNT] (the “Earnest Money”) with the Deposit Holder.
(b) The Earnest Money shall be held in an interest-bearing escrow account in accordance with this Agreement and Applicable Law. Interest follows the Earnest Money.
(c) Unless otherwise provided herein, the Earnest Money shall be applied to the Purchase Price at Closing.
4.3 Financing.
(a) Buyer intends to obtain financing in the approximate amount of US $[AMOUNT] on terms customary for residential mortgage loans (the “Financing”).
(b) Buyer shall use diligent efforts to obtain Financing Approval on or before [NUMBER] days after the Effective Date (the “Financing Deadline”).
(c) If Financing Approval is not obtained by the Financing Deadline, Buyer may (i) terminate this Agreement by written notice to Seller, in which case the Earnest Money shall be returned to Buyer, or (ii) waive the Financing contingency and proceed to Closing with cash.
[// GUIDANCE: If Buyer is paying cash, delete Section 4.3 or mark “N/A.”]
5. CONTINGENCY PERIODS
5.1 Inspection Contingency.
(a) Buyer shall have [NUMBER] days after the Effective Date (the “Inspection Period”) to conduct any inspections, tests, or examinations of the Property, including but not limited to structural, mechanical, pest, radon, water quality, septic, and environmental assessments.
(b) Access. Seller shall provide reasonable access to the Property and utilities for such inspections with at least [24] hours’ notice.
(c) Termination/Negotiation. Prior to the expiration of the Inspection Period, Buyer may (i) accept the Property, (ii) terminate this Agreement with written notice, or (iii) propose written amendments to address identified issues. If the Parties do not execute a written amendment within [3] Business Days after Seller’s receipt of Buyer’s proposal, Buyer may accept or terminate as provided above.
(d) Restoration. Buyer shall promptly repair any physical damage caused by Buyer’s inspections.
5.2 Title Contingency.
(a) Within [NUMBER] days after the Effective Date, Seller shall deliver a commitment for an ALTA owner’s title insurance policy issued by the Title Company (the “Title Commitment”).
(b) Buyer shall have [NUMBER] days after receipt of the Title Commitment and survey (if obtained) to deliver written objections. Matters not objected to shall be “Permitted Exceptions.”
(c) Seller shall have [NUMBER] days after receipt of objections to cure or commit to cure the same by Closing. If Seller fails to cure, Buyer may (i) accept title subject to the uncured exceptions or (ii) terminate, in which case the Earnest Money shall be returned to Buyer.
5.3 Appraisal Contingency. This Agreement is contingent upon the Property appraising at or above the Purchase Price. If the appraisal is less, Buyer may terminate or renegotiate the Purchase Price.
5.4 Property Disclosure.
(a) Seller shall provide Buyer with all Maine-required property disclosure forms, including but not limited to the Seller Property Disclosure, lead-based paint disclosure (for properties built prior to 1978), and radon disclosure, within [5] Business Days after the Effective Date.
(b) Buyer shall acknowledge receipt in writing. Failure to deliver required disclosures entitles Buyer to statutory remedies, including but not limited to rescission prior to Closing.
6. CLOSING PROCEDURES
6.1 Closing Date and Location. Closing shall occur on the Closing Date at [TIME] local time at the offices of the Title Company or such other place (including remotely via electronic means) as the Parties may agree in writing.
6.2 Seller Closing Obligations. Seller shall deliver:
(a) The executed Deed in recordable form;
(b) Seller’s affidavit of title and gap indemnity;
(c) IRS Form 1099-S and Form W-9;
(d) Certificate of non-foreign status under 26 U.S.C. § 1445;
(e) Keys, codes, and other access devices;
(f) Evidence of authority and good standing;
(g) Any additional documents reasonably required by the Title Company.
6.3 Buyer Closing Obligations. Buyer shall deliver:
(a) The balance of the Purchase Price in immediately available funds;
(b) Loan documents (if applicable);
(c) Evidence of hazard insurance naming Buyer and, if applicable, lender as loss payee;
(d) Evidence of authority and good standing;
(e) Any additional documents reasonably required by the Title Company.
6.4 Prorations and Closing Costs.
(a) Real estate taxes, association dues, rents (if any), fuel oil/propane, and other customary items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
(b) Seller shall pay (i) the premium for the standard owner’s title insurance policy, (ii) Seller’s deed tax/transfer tax, and (iii) one-half of the escrow/closing fee.
(c) Buyer shall pay (i) recording fees, (ii) the premium for any lender’s title policy and endorsements, (iii) Buyer’s loan costs, and (iv) one-half of the escrow/closing fee.
6.5 Possession. Possession shall be delivered to Buyer at Closing, subject only to Permitted Exceptions and any post-closing occupancy agreement signed by the Parties.
7. REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer as of the Effective Date and again on the Closing Date that:
(a) Authority. Seller has the legal right, power, and authority to enter into and perform this Agreement.
(b) Title. Seller is the fee simple owner of the Property with good and marketable title, subject only to Permitted Exceptions.
(c) Foreign Status. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.
(d) Compliance. Seller has not received written notice of any violation of Applicable Law relating to the Property that has not been cured.
(e) No Condemnation. Seller has not received written notice of pending or threatened condemnation affecting the Property.
(f) Disclosure Accuracy. All disclosures delivered under Section 5.4 are, to Seller’s knowledge, true, correct, and complete in all material respects.
7.2 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as of the Effective Date and again on the Closing Date that:
(a) Authority. Buyer has the legal right, power, and authority to enter into and perform this Agreement.
(b) Financing. Buyer has, or will have at Closing, sufficient funds to consummate the transaction, subject to the Financing contingency (if any).
(c) No Reliance. Except as expressly set forth herein, Buyer has not relied on any representation by Seller or any broker regarding future value, zoning, or income potential of the Property.
7.3 Survival. The representations and warranties in this Section 7 shall survive Closing for a period of [12] months.
8. COVENANTS AND RESTRICTIONS
8.1 Seller Covenants. From the Effective Date through Closing, Seller shall:
(a) Maintain the Property in substantially its current condition, reasonable wear and tear excepted;
(b) Not create any additional liens or encumbrances;
(c) Maintain hazard insurance at current coverage levels;
(d) Provide prompt written notice to Buyer of any Material Adverse Condition.
8.2 Buyer Covenants. Buyer shall:
(a) Conduct all inspections in a workmanlike manner and in compliance with Applicable Law;
(b) Indemnify Seller from claims arising from Buyer’s inspections, except to the extent caused by Seller’s negligence or willful misconduct;
(c) Keep confidential any non-public information obtained about Seller or the Property, except as required by law or for Financing.
9. DEFAULT AND REMEDIES
9.1 Buyer Default. If Buyer breaches this Agreement and fails to cure within [5] Business Days after written notice, Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Earnest Money as liquidated damages. The Parties acknowledge the difficulty of determining Seller’s actual damages and agree that the Earnest Money is a reasonable estimate thereof.
9.2 Seller Default. If Seller breaches this Agreement and fails to cure within [5] Business Days after written notice, Buyer may elect (i) termination and return of the Earnest Money plus Buyer’s actual out-of-pocket expenses not to exceed [$ AMOUNT], or (ii) specific performance of this Agreement (Section 10.3).
[// GUIDANCE: Jury trial waiver is intentionally excluded per metadata.]
10. RISK ALLOCATION
10.1 Limited Indemnification.
(a) Seller Indemnity. Seller shall indemnify and hold harmless Buyer from third-party claims arising from Seller’s breach of representations or covenants or pre-Closing violations of Applicable Law, capped by Section 10.2.
(b) Buyer Indemnity. Buyer shall indemnify and hold harmless Seller from third-party claims arising from Buyer’s breach of this Agreement or Buyer’s inspections.
10.2 Liability Cap. EXCEPT for (i) fraud, (ii) willful misconduct, and (iii) obligations to transfer title, the aggregate liability of either Party to the other under this Agreement shall not exceed the amount of the Earnest Money actually deposited.
10.3 Specific Performance. Because the Property is unique, the Parties agree that monetary damages may be inadequate; therefore, subject to Section 9.2, each Party shall be entitled to seek specific performance or injunctive relief without posting bond, in addition to any other remedies available at law or in equity.
10.4 Force Majeure. Neither Party shall be liable for failure to perform caused by events beyond its reasonable control (e.g., acts of God, war, pandemic-related government shutdowns) provided that the affected Party gives prompt notice and resumes performance as soon as practicable. Closing shall be extended for a period equal to the delay, not to exceed [30] days.
11. DISPUTE RESOLUTION
11.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Maine, without regard to conflicts-of-law principles.
11.2 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], Maine. Each Party irrevocably submits to such jurisdiction and venue.
11.3 Optional Arbitration. If the Parties elect in writing to arbitrate, such arbitration shall be administered by [AAA/JAMS] under its Residential Real Estate Arbitration Rules. Arbitration shall occur in [CITY], Maine, before a single arbitrator who is a licensed Maine attorney with at least 10 years’ real estate experience. Judgment on the award may be entered in any court of competent jurisdiction.
11.4 Attorney Fees. In any dispute arising out of this Agreement, the prevailing Party shall be entitled to reasonable attorney fees and costs.
[// GUIDANCE: Per metadata, no jury-trial waiver is included.]
12. GENERAL PROVISIONS
12.1 Notices. All notices must be in writing and deemed given when (i) delivered personally, (ii) sent by nationally recognized overnight courier, or (iii) emailed with confirmation of receipt, in each case to the addresses set forth in the header (or as updated by notice).
12.2 Entire Agreement. This Agreement (including schedules and exhibits) constitutes the entire agreement between the Parties and supersedes all prior understandings.
12.3 Amendments; Waivers. No amendment or waiver is effective unless in a writing signed by the Party against whom enforcement is sought.
12.4 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except Buyer may assign to an entity controlled by Buyer for financing or estate-planning purposes upon notice to Seller.
12.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.
12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures and delivery via PDF or secure electronic signature platform shall be binding.
12.7 Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective heirs, successors, and permitted assigns.
13. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER NAME]
Title: [IF ENTITY, TITLE]
Date: ____
BUYER:
[BUYER NAME]
Title: [IF ENTITY, TITLE]
Date: ____
NOTARY ACKNOWLEDGMENT
State of Maine
County of ___
On this _ day of _, 20__, before me, the undersigned notary public, 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, State of Maine
My Commission Expires: _______
[// GUIDANCE: Insert additional witness signature lines if required by local custom or lender.]
SCHEDULES & EXHIBITS (Attach as Applicable)
Schedule 3.2 – Included Personal Property
Exhibit A – Legal Description of Property
Exhibit B – Seller Property Disclosure
Exhibit C – Lead-Based Paint Disclosure (if required)
Exhibit D – Radon Disclosure
Exhibit E – Post-Closing Occupancy Agreement (if any)
[// GUIDANCE: Review Maine statutory disclosure forms for current versions and attach them here. Confirm deed form (warranty or quitclaim with covenants) per local title practice. Delete unused sections and placeholders.]