Is Buyers Offer Complete?
By Jim Palmer Jr.

Consider this scenario; Seller has their home listed for sale in the local MLS and the data printout for the home says, “Seller will give buyer a $10,000 credit for repairs.” The home was listed at $385,000. A buyer steps up and offers $400,000 for the property and in the negotiation process seller agrees to pay $12,000 of the buyers closing costs. The offer gets signed around and moves towards closing. The $10,000 repair credit is not mentioned in the Purchase and Sale Agreement but for some reason, the buyer is still under the impression that seller is paying the credit for repairs at closing.

The buyer moves forward with their home inspection and appraisal for a cost out of pocket of about $1,400. Buyer is satisfied with the home inspection and removes that as a contingency. The appraisal comes in “at value” and the sale goes to closing.

The task for the reader in this scenario is to answer which of the following is the correct answer in terms of what will happen legally. (pick as many as are correct)

a) At closing, seller must give buyer the $10,000 repair credit.
b) At closing, seller will not give buyer the $10,000 repair credit.
c) If buyer asks for $10,000 credit as a remedy for home inspection issues, in lieu of seller doing any repairs, then seller must agree.
d) After closing, buyers broker will give buyer $10,000 because they did not account for that expectation of the buyer.

The legal answer to this real life story is answer (b). And time will tell whether answer (d) will be the end result of the possible lawsuit that buyer may file against their broker. “How is that possible?” you might be saying out loud as you read this. The short answer is that no matter what the listing data says, the purchase and sale agreement IS the total agreement, so in other words if it isn’t written there it cannot be enforced.

If you are on the purchasing end of the equation, care should be taken to say what you mean, exactly. Remember, in contract interpretation; 1) words are given their normal meaning, 2) a reasonable logical interpretation prevails, 3) a contract is interpreted as a whole, 4) prior verbal negotiations cannot be relied upon to vary, add to, or contradict terms, 5) actions by the parties evidence their intentions and if document conflicts exist, certain provisions prevail.