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This is regarding a real estate transaction.

Seller's atty submitted contract to buyers atty. Buyer signed contract and sent back to sellers. Seller received signed contract, made a change, then signed. Objection raised, attys spoke and seller explained their clients reasoning, and to take it or leave it, essentially.

It is unusual or inappropriate for the sellers atty to unilaterally change the contract without proper notification after the buyer has signed?

  • It is more regarding the behavior of the other attorney. Should I amend the question or is this still not appropriate for this forum? – Hefewe1zen Sep 23 '17 at 12:46
  • So, Buyer's attorney modified the contract after Buyer and subsequently Seller signed and the change was not discovered until Seller received the signed copy? – A.fm. Sep 23 '17 at 18:36
  • Seller drew contract. Sent to buyer. Buyer signed contract, sent back to seller for them to sign. Seller then made changes and signed. – Hefewe1zen Sep 24 '17 at 1:39
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Real estate contracts do not come into effect until signed by both parties - this is different from most other contracts which come into effect when agreement is reached.

If one party has signed, there is no contract. If the other party unilaterally amends the document and signs it, there is no contract. There is nothing unlawful about doing this.

This is a risky thing to do, particularly for a vendor: buyers can buy a different property, vendors have to sell this one. The buyer can acquiesce or call the vendors bluff.

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If Buyer "changed the closing date" after the parties agreed and signed the same version of the contract, that act has no legal significance. The date in the signed document is the contractual closing date. If Buyer does not comply with that aspect of the contract, he will have breached the contract, the sale falls through, and presumably forfeits his "earnest money" (assuming there is such a thing in the deal).

If Seller has simply made an initial offer which Buyer accepts (without a counteroffer), Seller has not yet agreed and there is no true mutual acceptance: Seller can reject the Buyer's proposal and offer some modified term. Once both parties agree and have signed the same version of the document, a contract has been formed. By changing the closing date, the terms have changed and Buyer has not signed (agreed to) the version that Seller signed. Buyer then has the same option to accept, reject or counteroffer, until one of them rejects or both of them accept the same thing.

There is nothing inappropriate about modifying terms of a real estate contract: it it quite ordinary and common.

  • Sorry I should have been more clear. The seller's attorney changed the contract after the buyer had already signed it. – Hefewe1zen Sep 24 '17 at 1:40
  • By law, a binding contract requires mutual assent to the material terms, a "meeting of the minds", as it were. If seller signed a document containing additional terms, without consent of buyer, one may argue that there was no "meeting of the mind" and thus no binding agreement. Seller may delete the change and attempt to "agree" to its own earlier form, as signed by Buyer, assuming Buyer is still interested in dealing with such sloppy scum. – Upnorth Sep 25 '17 at 16:27

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