How to Draft a Purchase Agreement
A purchase agreement is a contract generally used in transactions where the buyer is purchasing goods instead of services. This type of contract is most common in more complex and more expensive transactions, such as purchasing real estate or large, specialized equipment.
In contrast with a purchase order, which can be initiated by a buyer before any terms have been discussed, a purchase agreement for specialized equipment or other large orders is drafted once the buyer and seller have agreed on all terms and conditions of the purchase. The purchase agreement becomes the contract that codifies those agreed-upon terms and conditions and makes them legally binding.
A purchase agreement is also the key document used in the purchase and sale of real estate. But, unlike business transactions for specialized equipment, a real estate purchase agreement can evolve over time as terms and conditions are negotiated.
In this guide, we will cover some of the basics for drafting your own real estate purchase agreement. These tips will help you navigate the drafting process, but they are not intended to be legal advice.
How to draft a purchase agreement
Put simply, a purchase agreement is a contract. This means that once it is signed, the language is fixed and is legally binding for buyer and seller. At its most basic, a purchase agreement should include the following:
- Name and contact information for buyer and seller
- The address of the property being sold
- The price to be paid for the property
- The date of transfer
When drafting a purchase agreement, simply lumping all the contingencies and disclosures together in a document won’t cut it. To make sure you have your bases covered, consider these contract drafting best practices:
- You need to actually call it a purchase agreement.
- Don’t use “legal-sounding” words to make the purchase seem more official.
- Use plain language whenever possible. Avoid slang, euphemisms and idioms.
- Define ambiguous terms. Include all relevant information so when the purchase agreement is read there can be no doubt what is being referred to.
- Specificity is a must when drafting clear language in a purchase agreement. Any ambiguity can spell trouble for everyone involved.
The disclosure portion of a purchase agreement helps the buyer trust that they know exactly what they are buying and that there will be no catastrophic surprises after they move in. Common disclosures included in purchase agreements include:
Hazards. Risk due to natural disasters such as tornadoes and flooding, toxic materials such as asbestos and lead paint, and environmental issues such as the presence of industrial waste.
Homeowners Association. If the property is governed by a Homeowners Association (HOA), this is the place to disclose that. Include information such as where to access HOA bylaws, insurance requirements and HOA dues.
Water damage. If the property’s basement only floods in the spring but the purchase is made in the fall, a home inspection may not catch it. All water-related problems should be included in this section.
Other disclosures might include that there has been a death on the premises, known repairs that are needed, and whether the home is in a regulated historic district. Requirements for what needs to be disclosed in a purchase agreement in the US can vary by state. Make sure you consult local requirements for disclosures as you are writing the agreement.
Contingencies are the “conditions” part of “terms and conditions.” While the contingencies remain unresolved, the seller is allowed to continue to market their house to other potential buyers. If another interested buyer makes a better offer or an offer without contingencies, the seller can go back to the original buyer to see if they will remove their contingencies or counter the new offer. The seller is also allowed to simply accept the new offer without obligation to the original buyer.
Most contingencies are simple conditions like:
Loan approval. In most cases, the buyer will take out a loan to finance the purchase of the property. If the mortgage is not approved, the buyer likely won’t be able to pay for the property.
Inspection. A housing inspection can be a crucial assurance to the buyer that the property is in proper condition. If, for example, the foundation is cracked and the buyer learns about it from the home inspection, they can retract their offer.
Buyer selling their house. If the buyer intends to use proceeds from the sale of their current home to finance a portion of their offer, they will need to sell it within an agreed upon timeframe.
Consult a digital purchase agreement template
Digital templates can add a lot of value in your drafting process. Whether it’s using the template as a starting point or checking your completed purchase agreement against a third party document, a template can save significant time and effort.
Explore DocuSign purchase agreement templates
A DocuSign template makes it easy to send your purchase agreement for eSignature, automates the process of distributing final copies of the document to buyer and seller, and can store the document digitally with DocuSign’s full suite of digital and physical security.
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