## Real Estate Contingency Agreement

This Real Estate Contingency Agreement ("Agreement") is made and entered into as of [Date] by and between [Seller Full Name], residing at [Seller Address] ("Seller"), and [Buyer Full Name], residing at [Buyer Address] ("Buyer").

**1. Introduction**

1.1. Seller is the owner of the property located at [Property Address] ("Property").

1.2. Buyer desires to purchase the Property from Seller, subject to the terms and conditions of this Agreement.

**2. Contingencies**

2.1. This Agreement is subject to the following contingencies:

* **Financing Contingency:** Buyer shall have [Number] days from the date of this Agreement to obtain a satisfactory financing commitment from a reputable financial institution for the purchase of the Property. If Buyer is unable to obtain such financing commitment within the specified time frame, Buyer may terminate this Agreement by providing written notice to Seller.
* **Inspection Contingency:** Buyer shall have [Number] days from the date of this Agreement to have the Property inspected by a qualified inspector of Buyer's choice. If the inspection reveals any material defects that are unacceptable to Buyer, Buyer may terminate this Agreement by providing written notice to Seller.
* **Appraisal Contingency:** Buyer shall have [Number] days from the date of this Agreement to obtain a satisfactory appraisal of the Property from a reputable appraisal company of Buyer's choice. If the appraisal value is less than the purchase price agreed upon in this Agreement, Buyer may terminate this Agreement by providing written notice to Seller.
* **Title Contingency:** Buyer shall have [Number] days from the date of this Agreement to obtain a satisfactory title report and title insurance policy for the Property. If the title report reveals any encumbrances or defects that are unacceptable to Buyer, Buyer may terminate this Agreement by providing written notice to Seller.

**3. Purchase Price and Payment**

3.1. The purchase price for the Property shall be [Amount] (KES).

3.2. Buyer shall pay the purchase price as follows:

* [Amount] (KES) upon signing this Agreement as a non-refundable earnest money deposit.
* The remaining balance of [Amount] (KES) shall be paid at closing.

**4. Closing**

4.1. Closing shall take place on or before [Date] at [Location].

4.2. Seller shall provide Buyer with a clear and marketable title to the Property, free and clear of all encumbrances, except as specifically agreed upon in this Agreement.

**5. Default**

5.1. If either party defaults on its obligations under this Agreement, the non-defaulting party shall have the right to pursue all available legal remedies, including but not limited to specific performance, damages, and injunctive relief.

**6. Entire Agreement**

6.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**7. Governing Law**

7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

**8. Notices**

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

* If to Seller:
    * [Seller Full Name]
    * [Seller Address]
* If to Buyer:
    * [Buyer Full Name]
    * [Buyer Address]

**9. Severability**

9.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

**10. Waiver**

10.1. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

**11. Binding Effect**

11.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**12. Counterparts**

12.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**[Seller Signature]**

**[Seller Printed Name]**

**[Buyer Signature]**

**[Buyer Printed Name]**

***

## Table of Contents

1. Introduction
2. Contingencies
3. Purchase Price and Payment
4. Closing
5. Default
6. Entire Agreement
7. Governing Law
8. Notices
9. Severability
10. Waiver
11. Binding Effect
12. Counterparts

## TLDR

This Real Estate Contingency Agreement outlines the terms and conditions for the purchase of a property, including contingencies for financing, inspection, appraisal, and title. It also specifies the purchase price, payment terms, closing details, and other relevant provisions.

## Conclusion

This Real Estate Contingency Agreement is a legally binding document that outlines the terms and conditions for the purchase of a property in Kenya. It is important for both the buyer and seller to carefully review the Agreement and understand its implications before signing.

**Sources:**

* [Kenya Law Reports](http://www.kenyalaw.org:8181/exist/kenyalex/index.xql)
* [Real Estate Contracts in Kenya](https://www.linkedin.com/pulse/key-elements-real-estate-contracts-kenya-exploring-legal-m-llb)
* [Guide to Buying Property in Kenya](https://content.knightfrank.com/research/1355/documents/en/kenya-buying-guide-2017-5010.pdf)
* [What is a Sales Agreement - Kenya Homes](https://kenyahomes.co.ke/blog/what-is-a-sales-agreement-offer-letter/)
* [Conveyancing and Real Estate Law in Kenya](https://www.jafarali.co.ke/conveyancing-and-real-estate-law-in-kenya-a-guide-to-buying-and-selling-property/)
* [How to Negotiate Your Real Estate Contract in Kenya](https://www.realtorkenya.com/blog/how-to-negotiate-your-real-estate-contract-in-kenya-tips-and-strategies/)

**Case Laws:**

* **Civil Case 75 of 2019:** This case involved a dispute over the sale of assets, highlighting the importance of clear and unambiguous terms in asset purchase agreements.
* **Criminal Appeal E017 of 2020:** This case involved a dispute over the sale of land, demonstrating the need for proper documentation and payment procedures in real estate transactions.
* **Environment & Land Case E005 of 2024:** This case involved a dispute over the sale of land, emphasizing the importance of obtaining a clear and marketable title to the property.
* **Anti Corruption and Economic Crimes Petition E004 of 2020:** This case involved a dispute over the sale of land, highlighting the principle of ripeness and the need for parties to address pertinent legal points.
* **Civil Appeal E035 of 2022:** This case involved a dispute over a loan secured by a motor vehicle, demonstrating the importance of clear terms and conditions in loan agreements.

These case laws provide valuable insights into the legal complexities of real estate transactions in Kenya and emphasize the importance of seeking legal advice from a qualified professional.


### Real Estate Contingency Agreement

---

#### Table of Contents

1. Introduction
2. Definitions
3. Contingency Clauses
   1. Financing Contingency
   2. Inspection Contingency
   3. Appraisal Contingency
   4. Sale of Buyer’s Property Contingency
4. Obligations of the Parties
5. Termination of Agreement
6. Dispute Resolution
7. Governing Law
8. Signatures

---

### 1. Introduction

This Real Estate Contingency Agreement (hereinafter referred to as the "Agreement") is made and entered into on [Date], by and between:

**Seller:** [Seller's Full Name], residing at [Seller's Address], (hereinafter referred to as the "Seller").

**Buyer:** [Buyer's Full Name], residing at [Buyer's Address], (hereinafter referred to as the "Buyer").

The Seller and Buyer may collectively be referred to as the "Parties" and individually as a "Party."

### 2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

- **Property:** The real estate property located at [Property Address], including all improvements, fixtures, and appurtenances.
- **Purchase Price:** The total amount agreed upon by the Parties for the sale of the Property, which is [Amount in KES].
- **Contingency:** A condition that must be met for the Agreement to become binding and enforceable.

### 3. Contingency Clauses

#### 3.1 Financing Contingency

The Buyer’s obligation to purchase the Property is contingent upon obtaining financing. The Buyer shall apply for a mortgage loan in the amount of [Loan Amount] within [Number] days from the date of this Agreement. If the Buyer is unable to obtain financing within [Number] days, the Buyer may terminate this Agreement by providing written notice to the Seller, and any deposit made by the Buyer shall be refunded.

#### 3.2 Inspection Contingency

The Buyer’s obligation to purchase the Property is contingent upon a satisfactory inspection of the Property. The Buyer shall have the right to conduct a professional inspection within [Number] days from the date of this Agreement. If the inspection reveals any material defects, the Buyer may request the Seller to make necessary repairs or may terminate this Agreement by providing written notice to the Seller, and any deposit made by the Buyer shall be refunded.

#### 3.3 Appraisal Contingency

The Buyer’s obligation to purchase the Property is contingent upon the Property appraising for at least the Purchase Price. The Buyer shall have the right to obtain an appraisal within [Number] days from the date of this Agreement. If the appraisal is less than the Purchase Price, the Buyer may terminate this Agreement by providing written notice to the Seller, and any deposit made by the Buyer shall be refunded.

#### 3.4 Sale of Buyer’s Property Contingency

The Buyer’s obligation to purchase the Property is contingent upon the sale of the Buyer’s current property located at [Buyer’s Property Address]. The Buyer shall have [Number] days from the date of this Agreement to sell their current property. If the Buyer is unable to sell their property within this period, the Buyer may terminate this Agreement by providing written notice to the Seller, and any deposit made by the Buyer shall be refunded.

### 4. Obligations of the Parties

- **Seller’s Obligations:**
  - The Seller shall provide access to the Property for inspections and appraisals.
  - The Seller shall make any agreed-upon repairs resulting from the inspection.
  - The Seller shall provide all necessary documentation for the sale of the Property.

- **Buyer’s Obligations:**
  - The Buyer shall apply for financing and make a good faith effort to obtain a mortgage loan.
  - The Buyer shall conduct inspections and appraisals within the specified timeframes.
  - The Buyer shall provide written notice to the Seller of any contingencies that are not met.

### 5. Termination of Agreement

This Agreement may be terminated by either Party if any of the contingencies are not met within the specified timeframes. Upon termination, any deposit made by the Buyer shall be refunded, and neither Party shall have any further obligations under this Agreement.

### 6. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through mediation. If mediation fails, the dispute shall be resolved through arbitration in accordance with the laws of Kenya.

### 7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Kenya.

### 8. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

---

**Seller:**

_________________________  
[Seller's Full Name]  
[Date]

**Buyer:**

_________________________  
[Buyer's Full Name]  
[Date]

---

### TLDR

This Real Estate Contingency Agreement outlines the conditions under which a property sale will proceed, including financing, inspection, appraisal, and the sale of the buyer's current property. If any of these conditions are not met, the agreement can be terminated, and any deposit will be refunded.

### Conclusion

This Agreement provides a structured approach to ensure that both the Buyer and Seller are protected during the real estate transaction. It outlines specific contingencies that must be met for the sale to proceed, thereby offering a clear path for both parties to follow.

---

Sources:
- [Zillow](https://www.zillow.com/learn/real-estate-contingency/)
- [Investopedia](https://www.investopedia.com/articles/personal-finance/102913/contingency-clauses-home-purchase-contracts.asp)
- [FortuneBuilders](https://www.fortunebuilders.com/p/real-estate-contract/)
- [LinkedIn](https://www.linkedin.com/pulse/key-elements-real-estate-contracts-kenya-exploring-legal-m-llb)
- [Bankrate](https://www.bankrate.com/real-estate/contingency-clause/)

Draft a Real Estate Contingency Agreement for a buyer and seller

Ask a lawyer: Draft a Real Estate Contingency Agreement for a buyer and seller

Ask a lawyer:
Draft a Real Estate Contingency Agreement for a buyer and seller