Is a signed purchase agreement between buyer and seller an

We placed an offer to purchase a new business property as our current location is under contract to sell, it was accepted and we were completing all the details prior to signing the contract. The seller requested an environmental survey which we had and paid $2,100 for. Once the survey cleared the property of contaminants we attempted to contact the seller for over 3 weeks daily by phone and email to complete the contract and pay them, and received no response. Finally, one of their corporate lawyers informed us by letter that the seller decided to keep the property. We are out the fees for the survey, legal fees and now we may have to close the business for a while as our business property has been sold and we have nowhere to relocate our business. We had a contract dispute at one time with one of our subcontractors. Our lawyer informed us that even though all documents were not signed, I’s dotted

and T’s crossed, once we made an agreement it was considered an implied

contract and we would have recourse for damages. Would that not be the same in

this case?

Asked on November 28, 2018 under Real Estate Law, Florida

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 2 years ago | Contributor

An enforceable contract requires an offer--which you made; acceptance of the offer--which the seller did; and "consideration"--promises to exchange things of value, such as your promise to pay them and their promise to sell you the property. Based on what you write, you do appear to have an enforceable contract even if not at of the details are final, since there was agreement as to the material or important facts (e.g. sale price); you could sue them for "specific performance" (a court order requiring them to go through with the sale) with what, based on what you write, appears to be a reasonable chance of success.
That said, your attorney is right in that there are ways that a richer or deeper-pocketed party (the seller) could delay matters and increase costs so as to try to make this unreasonably expensive for you.


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