Purchase and sale agreements are contracts for the sale of real property or assets, such as business assets.  Given our society’s propensity for using self-help through YouTube and even legal technology companies that seem to eliminate the need to hire an attorney to draft contracts such as these, disputes arise over the purchase of real property frequently. Regardless of whether the agreement was drafted by a computer or a lay person, a party may need an attorney to explain the benefits and obligations under the contract.

The most common purchase/ sale agreement is an agreement for the sale of real property. Purchase agreements can be stock contracts that are drafted by non-attorney real estate agents or brokers. As long as the sale of the property goes through smoothly, there are no issues regarding the terms of the agreement.  However, if one of the parties pulls out of the sale or there is a dispute regarding the condition of the property, the party will need to speak to an attorney who is knowledgeable of the law and who can evaluate and candidly advise the party of its options.

Contracts that transfer an interest in land must be in writing. The writing must identify the subject matter of the transaction, establish that the contract has been made, and state the essential terms of the deal with reasonable certainty.  Contracts, such as land installment contracts, have more specific requirements imposed by the Ohio Revised Code and, if the contract does not meet those requirements, the validity of the transaction falls into question.

A party may have a defense to the enforcement of the agreement because of the circumstances surrounding the deal. For example, if the seller of real estate failed to disclose termite damage to the property and tries to enforce the contract against the buyer, the buyer may have a defense of fraud/ misrepresentation.  Some of the defenses available to the enforcement of a contract include incapacity to enter a contract, illegality of the subject matter of the contract, fraud/ misrepresentation, duress of the party at the time the contract was entered into, unconscionability of the terms of the contract, and ambiguity. 

Dworken & Bernstein’s attorneys are also well versed in the defenses available to a party who breaches a purchase agreement for the sale of real property. Our attorneys have experience evaluating a party’s individual circumstances to determine what defenses are available to it, while advising the party of the best course in pursuing the remedies available to it.

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