Purchase and Closing Disputes
A signed purchase agreement is a contract. When one side stops performing, the real question is what the other side can actually force, and how quickly.
Most residential and commercial deals close without incident. The ones that do not tend to break in a small number of predictable places: financing that never materializes, an inspection result nobody wants to absorb, a title exception discovered late, a seller who has decided the price was too low, or a buyer who has simply changed their mind.
What separates real estate from ordinary contract disputes is that courts treat land as unique. Because no two parcels are considered interchangeable, money damages are often held to be an inadequate remedy, and a court can order the sale to actually go through. That single principle drives most of the leverage in these cases.
What can actually be forced
Specific performance
This is an order compelling a party to complete the sale on the agreed terms. It is the remedy that matters most to a buyer who wants the property rather than a refund, and it is available in real estate in circumstances where it would not be for ordinary goods. A seller facing a specific performance claim is in a materially different position than one facing a damages claim.
Damages
Where the deal is genuinely dead, the measure is normally the loss caused by the breach: the difference between the contract price and market value, carrying costs, and in some cases costs incurred in reliance on the closing happening. Documenting those costs from the outset matters.
Earnest money and deposits
Escrow agents generally will not release a disputed deposit without either written mutual instruction or a court order, which is why deposit fights stall so often. Whether the money is forfeited or returned depends on whether a contingency was validly exercised and whether notice was given the way the agreement required.
Where litigation over an interest in real property is filed, a notice of that action can be recorded against the property. It puts the world on notice and makes it impractical for the seller to simply sell to someone else while the case runs. It is a significant step and it is not available in every dispute.
Common failure points
- Buyer cannot obtain financing and the financing contingency was drafted loosely or was already waived
- Inspection reveals a condition and the parties cannot agree on credit, repair or price
- A contingency was exercised late, or notice was not given in the manner the contract required
- Title comes back with an exception the seller cannot or will not clear before closing
- The appraisal comes in below the contract price and no appraisal contingency exists
- A seller receives a better offer after signing and looks for a way out
- A party dies, divorces or enters bankruptcy between signing and closing
- The property is damaged between signing and closing and the risk of loss provision is tested
How these matters run
- The agreement gets read closelyContingencies, notice provisions, deadlines, time of the essence language, default and remedy clauses, and every addendum. These cases are won and lost inside the document.
- The sequence gets establishedWhat was sent, when, and by what method. Whether a contingency was exercised properly is usually a question of dates and delivery, not intentions.
- Demand and positionA demand letter with a credible remedy behind it resolves a meaningful share of these before anything is filed.
- Filing where requiredWhere the property itself is the objective, filing promptly matters, because a sale to a third party complicates every remedy that follows.
Questions about a broken deal
The seller is refusing to close. Can I make them?
Often yes. Because real property is treated as unique, a court can order the conveyance rather than simply awarding damages. Whether that is available to you depends on the agreement, whether you are ready and able to perform, and how quickly you act. This is the situation where delay costs the most.
The buyer walked away. Do I keep the deposit?
It depends on whether they exercised a contingency validly and on time. If they did, the deposit generally goes back. If they did not, you may be entitled to keep it, and possibly to more than the deposit if your losses exceed it. Escrow will usually hold the funds until the parties agree in writing or a court decides.
How fast do I need to move?
Faster than most people do. If the property is sold to a third party who takes without notice of your claim, your options narrow considerably. If a closing date has passed or is about to, call rather than using the form.
The other side is not responding at all. Does that help me?
Silence is not consent and it does not extend your deadlines. Contract clocks keep running while you wait for a reply, so the sensible response is a formal written demand that creates a record, not another email.
If a closing date has passed, the clock is already running.
[PHONE]Matters with a closing date, a filing deadline or a hearing already on the calendar are handled by phone.