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Blank Florida Commercial Contract Form

The Florida Commercial Contract form serves as a critical document in real estate transactions, outlining the terms under which a buyer agrees to purchase property from a seller. This form not only details the parties involved and the property being sold, but it also establishes essential conditions such as the purchase price, financing, and closing procedures. Understanding this contract is vital for anyone looking to navigate Florida's commercial real estate market effectively.

Outline

The Florida Commercial Contract form serves as a crucial tool for buyers and sellers engaging in commercial real estate transactions within the state. This comprehensive document outlines the essential details of the agreement, including the parties involved, the property being sold, and the purchase price. It specifies the terms for deposits, financing arrangements, and the timeline for acceptance and closing. Additionally, the form addresses important aspects such as title conveyance, property condition, and the responsibilities of both parties during the contract period. Buyers and sellers must also consider contingencies related to financing and inspections, ensuring they have the opportunity to evaluate the property thoroughly before finalizing the transaction. As a legally binding agreement, the Florida Commercial Contract form aims to protect the interests of all parties while facilitating a smooth transfer of ownership. Understanding its major components can help individuals navigate the complexities of commercial real estate transactions with greater confidence.

Sample - Florida Commercial Contract Form

1. PARTIES AND PROPERTY: _____________________________________________________________________________(“Buyer”)

agrees to buy and _______________________________________________________________________________________ (“Seller”)

agrees to sell the property described as: Street Address: ______________________________________________________________

_______________________________________________________________________________________________________________

Legal Description: _____________________________________________________________________________________________

_______________________________________________________________________________________________________________

and the following Personal Property: ________________________________________________________________________________

_______________________________________________________________________________________________________________

(all collectively referred to as the “Property”) on the terms and conditions set forth below.

2. PURCHASE PRICE: $ ________________________

(a) Deposit held in escrow by___________________________________________________ $ ________________________

(“Escrow Agent”) (checks are subject to actual and ﬁnal collection)

Escrow Agent’s address: _________________________________ Phone: ______________

(b) Additional deposit to be made to Escrow Agent within _____ days after Effective Date $ ________________________

(d) Total ﬁnancing (see Paragraph 5) $ ________________________

(e) Other ___________________________________________________________________ $ ________________________

(f) All deposits will be credited to the purchase price at closing. Balance to close, subject

to adjustments and prorations, to be paid with locally drawn cashier’s or ofﬁcial bank $ ________________________

check(s) or wire transfer.

3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller and Buyer

and an executed copy delivered to all parties on or before ________________________, this offer will be withdrawn and the

Buyer’s deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 days from the date the counter

offer is delivered. The “Effective Date” of this Contract is the date on which the last one of the Seller and Buyer has signed

or initialed and delivered this offer or the ﬁnal counter offer. Calendar days will be used when computing time periods, except

time periods of 5 days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national

legal holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next

business day. Time is of the essence in this Contract.

4. CLOSING DATE AND LOCATION:

(a) Closing Date: This transaction will be closed on ____________________________________ (Closing Date), unless speciﬁcally

extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but not limited

to, Financing and Due Diligence periods. In the event insurance underwriting is suspended on Closing Date and Buyer is unable

to obtain property insurance, Buyer may postpone closing up to 5 days after the insurance underwriting suspension is lifted.

(b) Location: Closing will take place in __________________________________________________ County, Florida. (If left blank,

closing will take place in the county where the Property is located.) Closing may be conducted by mail or electronic means.

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Commercial Contract

FLORIDA ASSOCIATION OF REALTORS

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages.

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5. THIRD PARTY FINANCING:

BUYER’S OBLIGATION:

Within ______ days (5 days if left blank) after Effective Date, Buyer will apply for third party ﬁnancing in an

amount not to exceed ______% of the purchase price or $ ______________________, with a ﬁxed interest rate not to exceed ______%

per year or with an initial variable interest rate not to exceed ______%, with points or commitment or loan fees not to exceed ______%

of the principal amount, for a term of ______ years, and amortized over ______ years, with additional terms as follows: _____________

__________________________________________________________________________________________________________________.

Buyer will timely provide any and all credit, employment, ﬁnancial and other information reasonably required by any lender. Buyer

will use good faith and reasonable diligence to (i) obtain Loan Approval within _____ days (45 days if left blank) from Effective Date

(Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close the loan. Buyer will keep Seller and

Broker fully informed about loan application status and authorizes the mortgage broker and lender to disclose all such information

to Seller and Broker. Buyer will notify Seller immediately upon obtaining ﬁnancing or being rejected by a lender.

CANCELATION: If Buyer, after using good faith and reasonable diligence, fails to obtain Loan Approval by Loan Approval Date,

Buyer may within ______ days (3 days if left blank) deliver written notice to Seller stating Buyer either waives this ﬁnancing

contingency or cancels this Contract. If Buyer does neither, then Seller may cancel this Contract by delivering written notice

to Buyer at any time thereafter. Unless this ﬁnancing contingency has been waived, this Contract shall remain subject to the

satisfaction, by closing, of those conditions of Loan Approval related to the Property.

DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer has used good faith and reasonable diligence but does not obtain Loan

Approval by Loan Approval Date and thereafter either party elects to cancel this Contract as set forth above or the lender fails or

refuses to close on or before the Closing Date without fault on Buyer’s part, the Deposit(s) shall be returned to Buyer, whereupon

both parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving the

termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use good faith or

reasonable diligence as set forth above, Seller will be entitled to retain the Deposit(s) if the transaction does not close.

6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by o statutory warranty deed

o other ________________________________________, free of liens, easements and encumbrances of record or known to Seller,

but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; existing zoning

and governmental regulations; and (list any other matters to which title will be subject) ______________________________________

________________________________________________________________________________________________________________

____________________________________________________________________________________________________________;

provided there exists at closing no violation of the foregoing and none of them prevents Buyer’s intended use of the Property as

_______________________________________________________________________________________________________________.

(a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent and pay for

the title search and closing services. Seller will, at (check one) o Seller’s o Buyer’s expense and within _____ days o after

Effective Date o or at least _____ days before Closing Date deliver to Buyer (check one)

o (i.) a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner’s policy

in the amount of the purchase price for fee simple title subject only to exceptions stated above. If Buyer is paying for the

evidence of title and Seller has an owner’s policy, Seller will deliver a copy to Buyer within 15 days after Effective Date.

o (ii.) an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm.

However, if such an abstract is not available to Seller, then a prior owner’s title policy acceptable to the proposed insurer as

a base for reissuance of coverage may be used. The prior policy will include copies of all policy exceptions and an update

in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer’s closing agent together with

copies of all documents recited in the prior policy and in the update. If such an abstract or prior policy is not available to

Seller then (i.) above will be the evidence of title.

(b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title

defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers proper

written notice and Seller cures the defects within _____ days from receipt of the notice (“Curative Period”). If the defects are

cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may

elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are

not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Seller’s inability to cure the defects to

elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in

purchase price.

o Seller will, within _____ days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and

engineering documents, if any, and the following documents relevant to this transaction: _______________________________

______________________________________________________________________________, prepared for Seller or in Seller’s

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages.

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possession, which show all currently existing structures. In the event this transaction does not close, all documents provided

by Seller will be returned to Seller within 10 days from the date this Contract is terminated.

o Buyer will, at o Seller’s o Buyer’s expense and within the time period allowed to deliver and examine title evidence,

obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the

Property or that the improvements encroach on the lands of another, o Buyer will accept the Property with existing

encroachments o such encroachments will constitute a title defect to be cured within the Curative Period.

(d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.

7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present “as is” condition, ordinary

wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties

other than marketability of title. By accepting the Property “as is,” Buyer waives all claims against Seller for any defects in the

Property. (Check (a) or (b))

o (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its “as is” condition.

o (b) Due Diligence Period: Buyer will, at Buyer’s expense and within _______ days from Effective Date (“Due Diligence

Period”), determine whether the Property is suitable, in Buyer’s sole and absolute discretion, for Buyer’s intended use and

development of the Property as speciﬁed in Paragraph 6. During the Due Diligence Period, Buyer may conduct any tests,

analyses, surveys and investigations (“Inspections”) which Buyer deems necessary to determine to Buyer’s satisfaction the

Property’s engineering, architectural, environmental properties; zoning and zoning restrictions; ﬂood zone designation and

restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency

with local, state and regional growth management and comprehensive land use plans; availability of permits, government

approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water

contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer’s

intended use and development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period

of Buyer’s determination of whether or not the Property is acceptable. Buyer’s failure to comply with this notice requirement

will constitute acceptance of the Property in its present “as is” condition. Seller grants to Buyer, its agents, contractors and

assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting Inspections;

provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct Inspections at their own

risk. Buyer will indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including

attorneys’ fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work

authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic’s lien being ﬁled against the Property

without Seller’s prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the

Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and

(2) Buyer will, at Buyer’s expense, release to Seller all reports and other work generated as a result of the Inspections. Should

Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer’s deposit will be immediately returned

to Buyer and the Contract terminated.

conduct a ﬁnal “walk-through” inspection of the Property to determine compliance with this paragraph and to ensure that all

Property is on the premises.

8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business

conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the

Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or

Buyer’s intended use of the Property will be permitted o only with Buyer’s consent o without Buyer’s consent.

9. CLOSING PROCEDURE:

(a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at closing. Seller will

provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems.

(b) Costs: Buyer will pay buyer’s attorneys’ fees, taxes and recording fees on notes, mortgages and ﬁnancing statements and

recording fees for the deed. Seller will pay seller’s attorneys’ fees, taxes on the deed and recording fees for documents needed

to cure title defects. If Seller is obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use

purchase proceeds to satisfy the encumbrances.

(c) Documents: Seller will provide the deed; bill of sale; mechanic’s lien afﬁdavit; originals of those assignable service and

maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each service contractor from Seller

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.

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advising each of them of the sale of the Property and, if applicable, the transfer of its contract, and any assignable warranties or

guarantees received or held by Seller from any manufacturer, contractor, subcontractor, or material supplier in connection with

the Property; current copies of the condominium documents, if applicable; assignments of leases, updated rent roll; tenant and

lender estoppel letters; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change

in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information regarding the

tenant’s lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of Directors authorizing the sale

and delivery of the deed and certiﬁcation by the corporate Secretary certifying the resolution and setting forth facts showing the

conveyance conforms to the requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the

closing statement, mortgages and notes, security agreements, and ﬁnancing statements.

(d) Taxes and Prorations: Real estates taxes, personal property taxes on any tangible personal property, bond payments

assumed by Buyer, interest, rents, association dues, insurance premiums acceptable to Buyer, and operating expenses will be

prorated through the day before closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous

year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate

will, at request of either party, be readjusted upon receipt of current year’s tax bill; this provision will survive closing.

(e) Special Assessment Liens: Certiﬁed, conﬁrmed, and ratiﬁed special assessment liens as of the Closing Date will be paid

by Seller. If a certiﬁed, conﬁrmed, or ratiﬁed special assessment is payable in installments, Seller will pay all installments due

and payable on or before the Closing Date, with any installment for any period extending beyond the Closing Date prorated,

and Buyer will assume all installments that become due and payable after the Closing Date. Buyer will be responsible for all

assessments of any kind which become due and owing after Closing Date, unless an improvement is substantially completed as

of Closing Date. If an improvement is substantially completed as of the Closing Date but has not resulted in a lien before closing,

Seller will pay the amount of the last estimate of the assessment.

(f) Foreign Investment In Real Property Tax Act (FIRPTA): If Seller is a “foreign person” as deﬁned by FIRPTA, Seller and

Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete, execute, and deliver

as directed any instrument, afﬁdavit, or statement reasonably necessary to comply with the FIRPTA requirements, including

delivery of their respective federal taxpayer identiﬁcation numbers or Social Security Numbers to the closing agent. If Buyer

does not pay sufﬁcient cash at closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional

cash necessary to satisfy the requirement.

10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent (Agent) to receive, deposit, and hold funds and other property

in escrow and, subject to collection, disburse them in accordance with the terms of this Contract. The parties agree that Agent

will not be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent’s willful

breach of this Contract or gross negligence. If Agent has doubt as to Agent’s duties or obligations under this Contract, Agent may,

at Agent’s option, (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent

jurisdiction or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having

jurisdiction over the matter and ﬁle an action in interpleader. Upon notifying the parties of such action, Agent will be released from

all liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate broker,

Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items or is made a party

because of acting as Agent hereunder, Agent will recover reasonable attorney’s fees and costs incurred, with these amounts to be

paid from and out of the escrowed items and charged and awarded as court costs in favor of the prevailing party.

11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged default. If

a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non-complying party

specifying the non-compliance. The non-complying party will have _____ days (5 days if left blank) after delivery of such notice to

cure the non-compliance.

12. RETURN OF DEPOSIT: Unless otherwise speciﬁed in the Contract, in the event any condition of this Contract is not met

and Buyer has timely given any required notice regarding the condition having not been met, Buyer’s deposit will be returned in

accordance with applicable Florida laws and regulations.

13. DEFAULT:

(a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title

marketable after diligent effort, Buyer may either (1) receive a refund of Buyer’s deposit(s) or (2) seek speciﬁc performance. If

Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee.

(b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all deposit(s)

paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages.

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in full settlement of any claims, upon which this Contract will terminate or (2) seek speciﬁc performance. If Seller retains the

deposit, Seller will pay the Brokers named in Paragraph 20 ﬁfty percent of all forfeited deposits retained by Seller (to be split

equally among the Brokers) up to the full amount of the brokerage fee.

14. ATTORNEY’S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,

which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys’ fees, costs, and

expenses.

15. NOTICES:

All notices will be in writing and may be delivered by mail, personal delivery, or electronic means. Parties agree to

send all notices to addresses speciﬁed on the signature page(s). Any notice, document, or item given by or delivered to an attorney

or real estate licensee (including a transaction broker) representing a party will be as effective as if given by or delivered to that party.

16. DISCLOSURES:

(a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales Commission Lien Act

provides that when a broker has earned a commission by performing licensed services under a brokerage agreement with you,

the broker may claim a lien against your net sales proceeds for the broker’s commission. The broker’s lien rights under the act

cannot be waived before the commission is earned.

(b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special assessment lien(s)

imposed by a public body. (A public body includes a Community Development District.) Such liens, if any, shall be paid as set

forth in Paragraph 9.(e).

(c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufﬁcient quantities,

may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines

have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your

county public health unit.

(d) Energy-Efﬁciency Rating Information: Buyer acknowledges receipt of the information brochure required by Section

553.996, Florida Statutes.

17. RISK OF LOSS:

(a) If, after the Effective Date and before closing, the Property is damaged by ﬁre or other casualty, Seller will bear the risk of

loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will

have the option of purchasing the Property at the agreed upon purchase price and Seller will transfer to Buyer at closing any

insurance proceeds, or Seller’s claim to any insurance proceeds payable for the damage. Seller will cooperate with and assist

Buyer in collecting any such proceeds.

(b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the right of eminent

domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this Contract without liability and the

deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of purchasing what is left of the Property at the

agreed upon purchase price and Seller will transfer to the Buyer at closing the proceeds of any award, or Seller’s claim to any

award payable for the taking. Seller will cooperate with and assist Buyer in collecting any such award.

18. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise o is not assignable

o is assignable. The terms “Buyer,” “Seller” and “Broker” may be singular or plural. This Contract is binding upon Buyer, Seller

and their heirs, personal representatives, successors and assigns (if assignment is permitted).

19. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modiﬁcations of

this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents

referenced in this Contract, counterparts and written modiﬁcations communicated electronically or on paper will be acceptable

for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract

prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will

continue to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.

20. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a licensed real

estate Broker other than:

(a) Seller’s Broker: ____________________________________________________________________________________________,

(Company Name) (Licensee)

______________________________________________________________________________________________________________,

(Address, Telephone, Fax, E-mail)

who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller

o Buyer o both parties pursuant to o a listing agreement o other (specify) _____________________________________________

______________________________________________________________________________________________________________

(b) Buyer’s Broker: ___________________________________________________________________________________________,

(Company Name) (Licensee)

______________________________________________________________________________________________________________,

(Address, Telephone, Fax, E-mail)

who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller’s

Broker o Seller o Buyer o both parties pursuant to o an MLS offer of compensation o other (specify)

______________________________________________________________________________________________________________

(collectively referred to as “Broker”) in connection with any act relating to the Property, including but not limited to inquiries,

introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker

harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees at all levels,

and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this

Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the

request of Seller or Buyer, which is beyond the scope of services regulated by Chapter 475, Florida Statutes, as amended, or (4)

recommendations of or services provided and expenses incurred by any third party whom Broker refers, recommends, or retains

for or on behalf of Seller or Buyer.

21. OPTION (Check if any of the following clauses are applicable and are attached as an addendum to this Contract):

o Arbitration o Seller Warranty o Existing Mortgage

o Section 1031 Exchange o Coastal Construction Control Line o Buyer’s Attorney Approval

o Property Inspection and Repair o Flood Area Hazard Zone o Seller’s Attorney Approval

o Seller Representations o Seller Financing o Other ___________________________

22. ADDITIONAL TERMS:

________________________________________________________________________________________________________________

THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE

OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND

REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL

FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON

THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS,

ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER ADVICE. BUYER ACKNOWLEDGES

THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR

OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER

INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER,

PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION,

SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.

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Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other party that

such signatory has full power and authority to enter into and perform this Contract in accordance with its terms and each person

executing this Contract and other documents on behalf of such party has been duly authorized to do so.

_________________________________________________________ Date: ______________________________________________

(Signature of Buyer)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Buyer)

Title: ____________________________________________________ Telephone: _________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Buyer)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Buyer)

Title: ____________________________________________________ Telephone: _________________________________________

Buyer’s Address for purpose of notice: _____________________________________________________________________________

Facsimile: ________________________________________________ E-mail: _____________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Seller)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Seller)

Title: ____________________________________________________ Telephone: _________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Seller)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Seller)

Title: ____________________________________________________ Telephone: _________________________________________

Seller’s Address for purpose of notice: ______________________________________________________________________________

Facsimile: ________________________________________________ E-mail: _____________________________________________

The Florida Association of REALTORS

makes no representation as to the legal validity or adequacy of any provision of this form in any speciﬁc transaction. This

standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry

and is not intended to identify the user as a REALTOR

. REALTOR

is a registered collective membership mark which may be used only by real estate licensees who

are members of the NATIONAL ASSOCIATION OF REALTORS

and who subscribe to its Code of Ethics.

The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages.

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Form Information

Fact Name	Description
Parties Involved	The Florida Commercial Contract form identifies the Buyer and Seller, clearly stating their roles in the transaction.
Purchase Price Details	It outlines the total purchase price, including deposit amounts, escrow agent information, and payment methods at closing.
Closing Procedures	The form specifies the closing date and location, detailing how the closing will be conducted, whether in person or electronically.
Governing Law	This contract is governed by Florida law, ensuring compliance with state regulations and standards.

Detailed Guide for Filling Out Florida Commercial Contract

Completing the Florida Commercial Contract form is an essential step in the process of buying or selling commercial property. This document outlines the terms and conditions agreed upon by both the buyer and seller. To ensure accuracy and clarity, it is important to fill out each section carefully and thoroughly. Below are the steps to guide you through filling out the form.

Identify the Parties: In the first section, write the names of the buyer and seller. Include their respective addresses.
Property Description: Provide the street address and legal description of the property being sold. This information is crucial for accurately identifying the property.
Personal Property: List any personal property included in the sale, such as furniture or equipment.
Purchase Price: Fill in the total purchase price of the property. Include details about any deposits, such as the amount held in escrow and additional deposits due after the effective date.
Time for Acceptance: Specify the date by which the offer must be accepted. This section also outlines the effective date of the contract.
Closing Date and Location: Indicate the proposed closing date and location for the transaction. If not specified, it defaults to the county where the property is located.
Financing Information: If applicable, provide details about any third-party financing, including the amount and terms.
Title Information: State how the seller will convey the title to the property. Include any conditions or exceptions that may apply.
Property Condition: Specify whether the property is being sold "as is" or if a due diligence period is required for inspections.
Closing Procedures: Outline the responsibilities of both parties at closing, including any necessary documents and costs.
Escrow Agent: Identify the escrow agent responsible for holding funds and other property in escrow.
Signatures: Ensure that both the buyer and seller sign and date the contract at the end of the document.

Once the form is filled out, both parties should review it carefully to ensure all information is correct. After confirming the details, the contract can be signed, making it a binding agreement. It is advisable to keep a copy for your records and provide copies to all involved parties.

Obtain Answers on Florida Commercial Contract

What is the Florida Commercial Contract form?
The Florida Commercial Contract form is a standardized document used in real estate transactions involving commercial properties in Florida. It outlines the terms and conditions under which a buyer agrees to purchase a property from a seller. This form includes important details such as the parties involved, the property description, purchase price, financing terms, and closing procedures.
Who are the parties involved in the contract?
In the Florida Commercial Contract, the parties involved are typically referred to as the "Buyer" and the "Seller." The Buyer is the individual or entity purchasing the property, while the Seller is the individual or entity selling the property. Both parties must sign the contract for it to be valid.
What is the significance of the purchase price section?
The purchase price section of the Florida Commercial Contract specifies the total amount the Buyer agrees to pay for the property. It also outlines any deposits that must be made, including amounts held in escrow. This section is crucial as it establishes the financial commitment of the Buyer and the expectations for payment at closing.
What happens if the Buyer cannot obtain financing?
If the Buyer is unable to secure financing, the contract includes provisions for cancellation. The Buyer must notify the Seller within a specified timeframe if they cannot obtain loan approval. If the Buyer has acted in good faith and has not received approval, they may cancel the contract and receive their deposit back. However, if the Buyer does not follow the proper procedures, the Seller may retain the deposit.
What is the closing process outlined in the contract?
The closing process is detailed in the Florida Commercial Contract and includes the date and location of closing, as well as the responsibilities of both parties. The Seller is required to provide necessary documents, such as the deed and any warranties. The Buyer is responsible for closing costs, including attorney fees and recording fees. The contract also stipulates that possession of the property will be transferred to the Buyer at closing.

Common mistakes

Filling out the Florida Commercial Contract form can be daunting, and mistakes are common. One frequent error is failing to clearly identify the parties involved. Both the Buyer and Seller must be named correctly, including their legal names. Omitting or misspelling names can lead to complications later in the transaction.

Another common mistake is neglecting to provide a complete legal description of the property. This section is crucial as it defines the exact property being sold. Incomplete or inaccurate descriptions can result in disputes and delays in closing.

Buyers often overlook the importance of specifying the purchase price and deposit amounts. Leaving these sections blank or providing incorrect figures can create confusion and may jeopardize the agreement. It's essential to ensure that all monetary values are accurately filled out.

Timeframes are critical in real estate transactions, yet many people fail to pay attention to the deadlines set in the contract. Missing the acceptance deadline or not adhering to the timeline for financing can lead to the cancellation of the contract. Always double-check these dates to avoid unnecessary complications.

Additionally, buyers sometimes forget to outline the terms of third-party financing. This section requires detailed information about the financing terms, including interest rates and loan amounts. Incomplete information can hinder the loan approval process and delay closing.

Another mistake involves the condition of the property. Buyers often do not specify whether they accept the property "as is" or if they want a due diligence period. This decision significantly impacts the buyer's rights and obligations. Failing to clarify this can lead to misunderstandings about property conditions.

People also frequently neglect to address the title examination process. Buyers must be aware of their responsibility to notify sellers of any title defects within a specified timeframe. Missing this deadline can result in accepting the title as is, potentially leading to future issues.

Lastly, many overlook the importance of including provisions for the return of deposits. If the contract does not specify conditions for deposit returns, buyers may risk losing their money if the transaction falls through. Clear terms regarding deposits can help protect both parties.

Documents used along the form

When engaging in commercial real estate transactions in Florida, the Florida Commercial Contract form is just one piece of the puzzle. Several other documents often accompany this contract to ensure that all parties are protected and informed throughout the process. Below is a brief overview of six commonly used forms and documents that complement the Florida Commercial Contract.

Title Insurance Commitment: This document provides assurance that the title to the property is clear of any liens or encumbrances. It outlines the conditions under which the title insurance will be issued, ensuring that the buyer receives marketable title upon closing.
Escrow Agreement: This agreement details the responsibilities of the escrow agent, who holds funds and documents until all conditions of the contract are met. It ensures that both the buyer and seller adhere to the terms agreed upon before the transaction is finalized.
Due Diligence Checklist: This checklist helps buyers assess the property’s condition and suitability for their intended use. It typically includes inspections, environmental assessments, and reviews of zoning regulations, ensuring the buyer is fully informed before closing.
Closing Statement: This document summarizes all financial aspects of the transaction, including the purchase price, deposits, and closing costs. It provides a clear account of how funds will be allocated at closing, ensuring transparency for both parties.
Lease Agreements (if applicable): If the property includes existing tenants, lease agreements outline the terms of tenancy. These documents are crucial for buyers to understand their rights and responsibilities regarding current tenants.
Disclosure Statements: These statements provide essential information about the property, such as any known defects, environmental hazards, or zoning issues. They help protect buyers by ensuring they are aware of any potential concerns before completing the purchase.

Understanding these additional forms and documents is vital for anyone involved in commercial real estate transactions in Florida. They not only facilitate a smoother process but also help safeguard the interests of all parties involved. By familiarizing oneself with these documents, buyers and sellers can navigate the complexities of commercial real estate with greater confidence and clarity.

Similar forms

Residential Purchase Agreement: Similar to the Florida Commercial Contract, the Residential Purchase Agreement outlines the terms of a property sale, including the parties involved, purchase price, and closing details. However, it is specifically tailored for residential properties, whereas the Florida Commercial Contract is for commercial transactions.
Lease Agreement: A Lease Agreement shares similarities with the Florida Commercial Contract in that both documents establish terms for property use. While the Commercial Contract focuses on the sale of property, a Lease Agreement governs the rental of property, detailing the rights and responsibilities of both landlords and tenants.
Option to Purchase Agreement: This document allows a potential buyer the right to purchase a property within a specified timeframe. Like the Florida Commercial Contract, it outlines key terms such as price and conditions. However, the Option to Purchase Agreement does not finalize the sale until the buyer exercises their option.
Joint Venture Agreement: In a Joint Venture Agreement, parties collaborate on a specific project, often involving real estate. Similar to the Florida Commercial Contract, it details the roles and contributions of each party, but it is focused on a cooperative business arrangement rather than a straightforward sale.

Dos and Don'ts

When filling out the Florida Commercial Contract form, it is essential to adhere to specific guidelines to ensure accuracy and compliance. Below is a list of things to do and avoid.

Do: Clearly identify all parties involved in the transaction, including full names and roles (Buyer and Seller).
Do: Provide a complete and accurate description of the property, including the street address and legal description.
Do: Specify the purchase price and outline any deposits to be held in escrow, including amounts and deadlines.
Do: Indicate the closing date and location, ensuring all parties agree on these details.
Do: Review all terms and conditions carefully, especially regarding financing and contingencies.
Do: Keep copies of all documents for your records and ensure all parties receive signed copies.
Do: Consult with a legal professional if there are any uncertainties about the terms of the contract.

Don’t: Leave any sections blank; all fields must be filled out to avoid confusion or disputes later.
Don’t: Use vague language; be specific about terms, conditions, and deadlines to prevent misinterpretation.
Don’t: Ignore the importance of timelines; ensure all deadlines for deposits and approvals are clearly stated and adhered to.
Don’t: Overlook the necessity of obtaining necessary approvals or permits that may affect the transaction.
Don’t: Assume verbal agreements are sufficient; all modifications to the contract must be documented in writing.
Don’t: Forget to include any contingencies that could affect the sale, such as financing or inspections.
Don’t: Neglect to follow up on any outstanding issues or requirements after the contract is signed.

Misconceptions

Misconception 1: The Florida Commercial Contract form is only for large transactions.

This form can be used for a variety of commercial property transactions, regardless of size. It is designed to accommodate both small and large deals.

Misconception 2: The contract is not legally binding.

The Florida Commercial Contract is a legally binding document once signed by both parties. It outlines the terms of the agreement and is enforceable in a court of law.

Misconception 3: Buyers can back out of the contract without any consequences.

If a buyer decides to back out after signing the contract, they may lose their deposit and face other legal repercussions, depending on the terms outlined in the contract.

Misconception 4: The contract does not require a due diligence period.

A due diligence period is often included in the contract, allowing buyers to inspect the property and conduct necessary research before finalizing the purchase.

Misconception 5: The seller is responsible for all repairs and issues with the property.

The contract typically states that the property is sold "as is," meaning the buyer accepts it in its current condition, and the seller is not obligated to make repairs.

Misconception 6: Financing is guaranteed once the contract is signed.

Financing is not guaranteed. The buyer must still apply for and secure financing, and the contract often includes contingencies related to loan approval.

Misconception 7: All terms of the contract are negotiable.

While many terms can be negotiated, some aspects of the contract, such as legal requirements and certain standard clauses, are typically non-negotiable.

Misconception 8: The contract does not address closing costs.

The Florida Commercial Contract explicitly outlines who is responsible for various closing costs, ensuring both parties understand their financial obligations.

Misconception 9: The contract is the same for residential and commercial properties.

Commercial contracts differ significantly from residential ones, as they address unique aspects related to commercial transactions, such as zoning and property use.

Misconception 10: The contract can be verbally modified after signing.

Any modifications to the contract must be made in writing and signed by both parties to be valid. Verbal agreements are not enforceable.

Key takeaways

Parties and Property: Clearly identify the Buyer and Seller, including full names and addresses. Specify the property being sold, including its legal description.
Purchase Price: Outline the total purchase price and detail any deposits, including who holds them and the payment method.
Time for Acceptance: Note the deadline for signing the contract and the implications of missing this deadline, including the return of any deposits.
Closing Date and Location: Specify when and where the closing will occur, and understand that this date takes precedence over other time frames.
Financing: Detail the obligations related to securing financing, including deadlines for application and loan approval.
Title: Ensure the Seller can convey clear title and understand the requirements for title insurance and any potential defects.
Property Condition: Recognize that the property is sold "as is," unless a due diligence period is specified for inspections.
Closing Procedures: Familiarize yourself with the necessary documents and costs associated with the closing process, including who pays for what.
Default and Remedies: Understand the consequences of default by either party, including potential refunds or claims for specific performance.