Resolution Period Blues

The Resolution Period that first appeared in the Inspection paragraph in the 2011 TAR contract form appears to be an attempt at facilitating transactions that stalled under the prior structure of the post-inspection negotiation between buyer and seller. Some felt that the step-by-step approach of the repairs negotiation was too rigid and didn't lend itself to deal facilitation. But one consequence from the Resolution Period that frustrates selling agents is that there is nothing to compel the seller to respond to the buyer's repair request. In theory, if the buyer submits a repair request and the seller does not respond to it by the end of the resolution period, the contract is terminated and the buyer receives a refund of the earnest money. This may not be what the buyer wants, and raises questions as to whether the seller is dealing in good faith - it may be perceived as an attempt on the part of the seller to "tank" the deal.

For a buyer or selling agent who wants to avoid this problem, I would recommend adding language such as the following to the special stipulations paragraph:

Notwithstanding anything to the contrary contained herein, Seller's failure to respond in writing during the Resolution Period to Buyer's written list of requested repairs shall be deemed acceptance of Buyer's repair proposal, and shall bind Seller to make such repairs pursuant to the terms of this Agreement.

Please do not hesitate to call your Realty Title representative with any questions about this issue.

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