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We are currently selling our home. Our real estate agent just sent us a list of items that are being requested from the buyer to "fix." We rejected this list and got a response from the buyer threatening us to go to court over an email our real estate gave them with fixing items and prospective dates before we were under contract, that we had no idea was sent to the buyer.

Is an email from our real estate agent, before we were under contract, a binding contract for us to fix those items? For reference, this is a real estate deal in Utah.

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  • If someone is threatening you with legal action, please talk to a lawyer barred in Utah. Don't get legal advice from this site.
    – user36183
    Commented Mar 26, 2021 at 16:42

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The state-mandated contract states:

  1. COMPLETE CONTRACT. The REPC together with its addenda, any attached exhibits, and Seller Disclosures (collectively referred to as the “REPC”), constitutes the entire contract between the parties and supersedes and replaces any and all prior negotiations, representations, warranties, understandings or contracts between the parties whether verbal or otherwise. The REPC cannot be changed except by written agreement of the parties.

Emails are not part of the contract. This clause states what is in the contract. The buyers could have made a counteroffer (last page) and submitted a numbered addendum, but it seems they did not.

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No, but ...

Real estate contracts almost always contain “entire agreement” clauses that mean only those clauses in the contract are part of the contract.

However, it appears your agent (note the “your”) misrepresented the property by stating (in writing) that certain items would be repaired.

If that induced the buyer to enter the contract, then they have the right to rescind it - that is, walk away from the deal, you keep the house, they keep their money. Or, affirm it and sue for damages. Recent case law from the UK has found that entire agreement clauses are not always a shield against misrepresentation.

As far as the buyer is concerned, there is no difference between you and your agent: if your agent said it, legally, you said it. Between you and your agent, you are responsible if the agent was acting within the scope of their agency even if they made reasonable decisions that you don’t or wouldn’t agree with. Agreeing to fix items on a property to secure a sale is probably within the scope of the agency. It’s annoying and unprofessional that they didn’t tell you about it but it’s probably not a breach of their duty to you.

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    For the legal lay person, it might be worth pointing out that recent case law from the UK doesn't have direct bearing on this case.
    – phoog
    Commented Mar 20, 2021 at 23:07
  • If the agent made promises in your name without informing you of them, and those promises are legally binding on you, wouldn't that be grounds for suing the agent?
    – Ray Butterworth
    Commented Mar 21, 2021 at 0:54
  • @RayButterworth only if they acted outside the scope of the agency as addressed in the last paragraph
    – Dale M ♦
    Commented Mar 21, 2021 at 2:45
  • Dude I don't know why you do this all the time. The question specifically asks for a Utah answer; an answer based on "recent case law from the UK" doesn't answer the question. I know your response is going to be that "this site is for answers from all jurisdictions," and that's fine, but then you should start off your answer with, in bold, "I don't know the answer in the jurisdiction you're asking about, BUT, if this question were being asked in the UK, the answer would be..."
    – user36183
    Commented Mar 26, 2021 at 16:46
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    @ColinLosey the US is still a common law country. Decisions in other common law countries are relevant.
    – Dale M ♦
    Commented Mar 26, 2021 at 20:59

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