Delaware Purchase and Sale Issues for Buyers

November 2016

Publication| Real Estate Services

Delaware courts traditionally afford parties broad and deferential freedom of contract. In Delaware, a commercial real estate purchase and sale agreement (referred to herein as a “PSA”) is no exception—buyers and sellers are free to arrange PSAs in a wide variety of forms. Still, Delaware custom and law provide important limitations and guidance that an attorney should review before drafting and negotiating a Delaware PSA.

This article serves as a non-exhaustive guide to Delaware’s most important local law and custom for commercial PSAs. Its aim is to be a helpful start for an out-of-state attorney (or a Delaware attorney unfamiliar with commercial real estate transactions) on specific Delaware state law issues in drafting and negotiating a PSA for Delaware real property. Many issues that arise in a PSA generally arise from a purchaser’s perspective. As such, this article may be most helpful to attorneys representing the purchasers in these transactions.

Reprinted from the November 2016 issue of ALI CLE’s The Practical Real Estate Lawyer.

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