Attorneys of the firm have drafted and negotiated a variety of different types of Purchase Agreements for clients of the firm. We pride ourselves in being able to bring a unique perspective to these types of transactions because of our extensive litigation and commercial law experience. Agreements are drafted and negotiated to ensure that if litigation ensues, the client is in the best possible position.

Real Estate Purchase Agreements

Real Estate Purchase Agreements provide for the purchase and sale of residential and/or commercial real estate. Agreements for the purchase of residential real estate in the State of Florida are usually drafted on standardized forms. However, these forms, like any form, must be reviewed and/or changed depending on the interests of the buyer and/or seller.

Agreements providing for the purchase and sale of commercial real estate are usually drafted on a case-by-case basis. Most importantly, in most cases a commercial real estate Purchase Agreement provides for a due diligence period during which the buyer will have the ability to perform his or her due diligence review of the property being purchased in order to determine whether it meets his or her intended use.

The Firm also provides Title Insurance through Attorneys’ Title Insurance Fund, Inc. (the “Fund”), one of the largest title insurance underwriters in the United States, and the single largest title insurer in the State of Florida. Title insurance provides the buyer of real estate with the comfort and security that he or she will obtain clear title to the property that he or she is purchasing. The Fund provides underwriting services and supports the needs and promotes the success of member attorneys’ real estate practices by providing valuable, relevant, and timely information, as well as innovative products and services that allow attorneys to conduct transactions electronically, easily, and efficiently.

Business Purchase Agreements

Business Purchase Agreements provide for the purchase and sale of a going concern, generally without real estate. Agreements for the purchase of small businesses are usually drafted on standardized forms. However, these forms, like any form, must be reviewed and/or changed depending on the interests of the buyer and/or seller. These agreements should generally provide for a due diligence period during which the buyer will have the ability to perform his or her due diligence review of the business being purchased in order to determine whether it meets his or her intended use.

Business Purchase Agreements will usually provide for the purchase of the operating company’s shares or of the operating company’s assets. The decision as to how the transaction should be structured should be taken together with legal and financial advisors.

For larger and more complex businesses, a Letter of Intent will generally be used to commence the negotiations. Many persons believe that Letters of Intent are non-binding simply because of the name. However, Letters of Intent are non-binding only if the Letter of Intent specifically states that it is non-binding. Moreover, a Letter of Intent is an indication of the present intent of the parties and has an implicit obligation of good faith under the law. This means that a Letter of Intent should not be signed unless the parties have a good faith intention of negotiating the purchase.