From Contract to Closing
A real estate transaction is more than a closing. The attorney’s work begins with the contract and continues through financing, inspections, title review, document preparation, problem-solving, and the transfer of title.
In the Capital Region and much of upstate New York, buyers and sellers often sign a broker-prepared purchase agreement containing an attorney approval contingency. During that period, the attorney reviews the agreement, identifies legal and practical issues, negotiates appropriate modifications, and helps establish the terms that will govern the transaction.
The firm represents clients throughout the process, with a focus on protecting the client’s interests, identifying problems early, and keeping the transaction moving toward closing.
Contracts and Contingencies
The contract establishes the parties’ rights and obligations and often determines what happens when circumstances change before closing. The firm reviews, negotiates, and, where appropriate, prepares purchase and sale agreements tailored to the transaction.
Common issues include:
Financing Contingencies
Establish the buyer’s financing obligations, commitment deadlines, and rights if financing cannot be obtained.
Inspection and Due-Diligence Contingencies
Address property inspections, structural concerns, environmental issues, repair requests, credits, and the buyer’s right to proceed or cancel.
Appraisal Contingencies
Address situations where the property appraises below the agreed purchase price.
Sale-of-Property and Other Contingencies
Some transactions depend upon the sale of another property, zoning or use approvals, satisfactory leases, financing arrangements, or other transaction-specific conditions.
Title, Liens and Ownership Issues
Before closing, the firm reviews the title materials to confirm the seller’s ability to transfer ownership and to identify matters affecting the property. These may include mortgages, judgments, liens, unpaid taxes, easements, restrictions, survey issues, estate matters, entity authorization issues, and other defects or exceptions affecting title.
When a title issue is identified, the firm works with the client, title company, lender, and opposing counsel to resolve the issue whenever possible before closing.
Managing the Transaction Through Closing
Real estate transactions require coordination among clients, attorneys, lenders, title companies, real estate professionals, municipalities, and other parties. The firm manages the legal aspects of the transaction from contract through closing and helps address issues that arise along the way.
At closing, the attorney confirms the transaction documents, financial adjustments, lender requirements, transfer documents, and other closing obligations so that title can be transferred and the transaction completed.
Representation for Buyers
The firm represents buyers from attorney approval through closing, including contract review and negotiation, financing and inspection contingencies, title review, lender coordination, closing adjustments, and resolution of issues discovered during due diligence.
The objective is not simply to reach closing, but to make sure the buyer understands the transaction and that material legal and title issues are addressed before ownership is transferred.
Representation for Sellers
The firm represents sellers from contract preparation and attorney approval through closing. Seller representation includes contract negotiation, review of title and payoff issues, preparation of transfer documents, coordination with lenders and title companies, and resolution of issues that may affect closing.
New York law also imposes disclosure and transfer-tax requirements on many transactions. The firm advises sellers concerning applicable disclosure obligations and prepares or coordinates the documents required to transfer title.
Investors, Commercial Transactions and Lenders
The firm also represents investors, business entities, and lenders in residential and commercial real estate transactions. These matters may involve investment properties, multi-family buildings, commercial properties, entity purchases and sales, private financing, seller financing, assignments, and other transaction-specific arrangements.
These transactions often require more individualized contracts, due diligence, financing documents, and closing structures than a conventional residential sale.
Experienced Real Estate Counsel
T. Padric Moore has practiced law in New York since 2005 and has more than 20 years of experience handling real estate matters. The firm handles over $40 million in real estate transactions annually.
Frequently asked questions
Do buyers and sellers in upstate New York each have their own attorney?
In New York each side customarily has its own attorney, and upstate purchase contracts routinely make the deal subject to attorney approval.
I already signed a contract with my agent. Is it too late to involve an attorney?
Not if the contract includes an attorney approval contingency and the review period is still open. Those review periods are short.
What happens during attorney approval?
When a contract is signed subject to attorney approval, each party’s attorney has a short period, set by the contract, to review it. During that period the attorney can approve the contract, disapprove it, or propose modifications. If the contract is not disapproved within that period, it generally becomes binding.
What happens if an inspection finds a serious problem?
Most purchase contracts include an inspection contingency. If an inspection reveals a significant issue, the buyer may be able to request repairs or a credit, renegotiate the price, or cancel the contract, depending on the contract’s terms and deadlines.
What happens if the buyer cannot obtain financing?
A financing contingency generally gives the buyer a deadline to obtain a loan commitment. If the buyer cannot obtain financing within that period, the contract usually allows the buyer to cancel and recover the down payment, subject to the contract’s specific terms and deadlines.
Who pays the New York State real estate transfer tax?
By law the seller generally pays it, although the contract can shift the cost to the buyer. Buyers of higher-priced residential property may also owe an additional tax, often called the mansion tax.
My lender requires title insurance. Do I need my own policy too?
The lender's policy protects the lender, and its coverage shrinks as the loan is paid down. An owner's policy is separate: it protects you up to the original purchase price, and its coverage does not decline over time.
Do I need an attorney for a cash real estate transaction?
A cash purchase removes the lender’s requirements, but the contract, title review, transfer documents and closing still carry legal significance. In New York, buyers and sellers customarily have their own attorneys whether or not financing is involved.
This page provides general information about New York law, not legal advice for your situation. Reading it does not form an attorney-client relationship.