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P&S Deadlines Are Not Hard Deadlines, According to a Recent MA Court Ruling

A recent case just concluded in Massachusetts which sets an important precedent when it comes to Purchase & Sale Agreement deadlines. Based on this ruling, P&S deadlines are not hard deadlines, although specific date4s may be noted in Contract to Purchase agreements. The actions of the parties can effectively extend such deadlines. The findings of this case are important for all buyers, sellers, and real estate agents to be aware of in Massachusetts.

Summary of Ferguson v. Maxim

In the Ferguson v. Maxim case, which completed on November 6, 2019, a P&S signing deadline was noted in the Offer to Purchase contract. However, the seller’s attorney did not deliver a draft P&S until after the deadline. Both parties’ attorneys went back and forth many times after the deadline. There was mention of signing an extension, but none was signed. Finally, at some point, the seller’s attorney stopped negotiations, stating that they were well beyond the deadline. The buyers sued for performance, and ultimately won in appeals court.

Why P&S Deadlines Are Not Hard Deadlines

Breaking down the facts of this case are important to understanding the ruling. Although a deadline was in place, attorneys for both buyer and seller continued negotiating, in good faith, beyond that deadline. The seller’s attorney’s failure to submit a P&S draft before the deadline was another supporting fact, making that deadline difficult to enforce in court. Had the deadline truly been a drop dead date, then logically and legally, those negotiations should not have taken place after the date. The actions of the parties essentially “waived” the deadline.

Protecting Buyer & Seller Interests in Real Estate Transactions

What can we learn from all of this? First, both parties should be diligent about taking steps to meet deadlines within contracts. This includes submitting drafts beforehand. If a deadline cannot be met, for any reason, a written extension should be signed by both parties. This ensures that everyone is on the same page. If the parties cannot agree to an extension, the parties should not take any actions that would imply otherwise. Doing so may effectively waive deadlines and lead to lengthy and unnecessary court battles.

Importance of Working with an Experienced Attorney

Another important takeaway from this case is the importance of working with an experienced and diligent attorney. In Ferguson v. Maxim, the seller’s attorney made some notable mistakes. The first was failing to submit a P&S draft before the deadline, and the second was failing to immediately enforce the P&S signing date. Although this may not have been the fault of the seller, it directly impacts the seller’s obligations in the contract given that the attorney represents the seller. When buying or selling a home, selecting an attorney is critical to protecting your rights and obligations.

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Attorney John J. Martino offers a broad range of legal services in Eastern MA and Southern NH. As a highly dedicated and experienced professional, he handles cases under the following areas of practice:

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