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GAR Purchase and Sale Mechanics

Due diligence is bought, not free

Georgia contract law needs consideration for the buyer's right to walk away, so the form supplies it. GAR F201 §A.8 grants the Due Diligence Period in exchange for $10.00 in non-refundable option money paid by Buyer to Seller, plus any additional negotiated option money.

Do not confuse it with the earnest money, a good-faith deposit refundable on a timely due diligence termination. The form contains no reimbursement of seller inspection costs and no one-percent-of-price option payment held by the closing attorney.

Remedies are asymmetric

GAR F201 §C.2 makes retention of the earnest money as liquidated damages the Seller's sole remedy on buyer default, and the Seller expressly waives any right to assert a claim for specific performance.

So the seller cannot compel the buyer to close, and cannot stack actual damages proven at trial on top of the earnest money. Specific performance runs the other way: the buyer may seek it on seller default. No lien on the buyer's other property exists.

Special stipulations control

The special stipulations paragraph of GAR F201 states that special stipulations, if conflicting with any exhibit, addendum or preceding paragraph, shall control. Negotiated language prevails over pre-printed language because the parties bargained for it.

Reasoning that the pre-printed paragraph wins because the form was attorney drafted inverts the rule. A conflict does not void the contract, and the closing attorney has no authority to choose whichever provision seems more reasonable.

Time is of the essence

GAR F201 §C.4 makes time of the essence, so a missed deadline is a breach and extensions must be by written amendment agreed before the deadline runs.

A buyer who delivers a due diligence termination notice one day late is in breach unless the deadline was extended in writing beforehand. A one-day delay is not excused as immaterial — a time-is-of-the-essence clause eliminates that forgiveness. The deadline does not roll to the next banking day; that rollover applies only to the earnest money clocks. And no provision requires the seller to grant a reasonable extension on request.

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