Hotel Purchase agreement language

[Sixtybars]

What is the name of your state? Missouri
Someone, please explain this language in simple English.
Seller's default: If seller fails to convey the Property to Buyer in accordance with the terms of this agreement and any Order Approving Sale, or if Seller otherwise fails to perform, in any material respect its obligations as and when required under any Order Approving Sle or hereunder (subject to a five business day cure period for any interim failure prior to the Closing date, or if applicable such lesser period as remains prior to the closing date), but in all respects subject to the provisions of any Order Approving Sale, then Buyer shall have the right to exercise any one of the following as Buyer's sale and exclusive remedy:
a) if permitted under the Order Approving Sale, Proceed to Closing without any reduction in or set-off against the Purchase price, in which case buyer shall be deemed to have waived such seller's default in performing its obligations and covenants under this agreement or such seller's incorrect representations and warranties; or
b) terminate this agreement by giving seller written notice of such election prior to the consummation of Closing whereupon Escrow Agent shall promptly return the Deposit to Buyer if Buyer is not then in default of any requirements of this agreement or the Order Approving Sale; or
c) avail itself of any other remedy as provided under the Order Approving Sale. Buyer shall have no other remedies at law or under this agreement except as provided hereinabove, or in the Order Approving Sale.

 

[FlyingRon]

It says if the seller won't sell or somehow other fails to live up to the contract (after given notice and five days to make it right) then the buyer can chose to either:
(a) close anyhow and take things as they are OR
(b) cancel the whole thing and get the deposit back (provided the buyer didn't do anything against the contract) OR
(c) do something else based on what the contract says
Buyer is limited to this contract for remedy.

(a) primarily applies to things like repairs or the like that the seller was obligated to do but didn't. Obviously, if he won't close, the fact that clause (a) is there won't help it. You'd need to go to court on that.

(b) pretty straight forward. The wheels have come off this purchase, let's just call it a day.

(c) this is typically when there are other contingency clauses that give relief for things (like defects found in inspection) somewhere else in the contract.


The last statement just says that the contract doesn't provide for any other option. Of course, "other remedies at law" are certainly available in the case the contract is breached but it involves an actual lawsuit on the breach.

 

[Zigner]

As I said in your other thread - you need to take your entire contract to an attorney for review. Even though a fellow advisor gave his take on the snippet of the contract you posted, getting a full review by an attorney is the only sensible thing to do.

 

[Sixtybars]

Thank you for your respond. I understand I need to take it lawyer. But I was just trying to understand the language so that I know what right questions to ask when I take the contract to lawyer. Again, I am just trying to understand in simple language.

 

[Zigner]

Thank you for your respond. I understand I need to take it lawyer. But I was just trying to understand the language so that I know what right questions to ask when I take the contract to lawyer. Again, I am just trying to understand in simple language.

And, AGAIN, contract review is beyond the scope of this forum. What you are asking is, by definition, illegal (the unlawful practice of law, or some similarly titled offense).

Edit: I have been corrected on this matter. The advice being sought (review and explanation of the contract) does not appear to be unlawful in MO. https://law.justia.com/codes/missouri/2019/title-xxxii/chapter-484/section-484-010/

 

[Sixtybars]

It says if the seller won't sell or somehow other fails to live up to the contract (after given notice and five days to make it right) then the buyer can chose to either:
(a) close anyhow and take things as they are OR
(b) cancel the whole thing and get the deposit back (provided the buyer didn't do anything against the contract) OR
(c) do something else based on what the contract says
Buyer is limited to this contract for remedy.

(a) primarily applies to things like repairs or the like that the seller was obligated to do but didn't. Obviously, if he won't close, the fact that clause (a) is there won't help it. You'd need to go to court on that.

(b) pretty straight forward. The wheels have come off this purchase, let's just call it a day.

(c) this is typically when there are other contingency clauses that give relief for things (like defects found in inspection) somewhere else in the contract.


The last statement just says that the contract doesn't provide for any other option. Of course, "other remedies at law" are certainly available in the case the contract is breached but it involves an actual lawsuit on the breach.

Thank you sir for your reply and time. Now I have better understanding.

As I said in your other thread - you need to take your entire contract to an attorney for review. Even though a fellow advisor gave his take on the snippet of the contract you posted, getting a full review by an attorney is the only sensible thing to do.

Thank you sir for your reply. I was just trying to understand the language simple English.

 

[Sixtybars]

And, AGAIN, contract review is beyond the scope of this forum. What you are asking is, by definition, illegal (the unlawful practice of law, or some similarly titled offense).

I understand.

 

[zddoodah]

And, AGAIN, contract review is beyond the scope of this forum. What you are asking is, by definition, illegal (the unlawful practice of law, or some similarly titled offense).

No, it isn't. Simply explaining what the terms of a contract mean in plain English is not practicing law.

And I agree with "FlyingRon's" explanation.

 

[quincy]

No, it isn't. Simply explaining what the terms of a contract mean in plain English is not practicing law.

And I agree with "FlyingRon's" explanation.

Here is a link to Missouri law on the practice of law:

https://law.justia.com/codes/missouri/2019/title-xxxii/chapter-484/section-484-010/

FreeAdvice has a forum member who is an attorney licensed to practice in Missouri. Perhaps @TigerD will stop by to offer an opinion.

It has long been held on this forum that analyzing contracts falls outside the scope of this forum.

 

[Zigner]

No, it isn't. Simply explaining what the terms of a contract mean in plain English is not practicing law.

And I agree with "FlyingRon's" explanation.

I stand corrected on this matter. The advice being sought (review and explanation of the contract) does not appear to be unlawful in MO. https://law.justia.com/codes/missouri/2019/title-xxxii/chapter-484/section-484-010/

 

[Zigner]

Here is a link to Missouri law on the practice of law:
https://law.justia.com/codes/missouri/2019/title-xxxiii/chapter-484/section-484-010/

FreeAdvice has a forum member who is an attorney licensed to practice in Missouri. Perhaps @TigerD will stop by to offer an opinion.

It has long been held on this forum that analyzing contracts falls outside the scope of this forum.

In the jurisdictions that I have reviewed previously, it has been considered unlawful. MO seems to be different.

 

[quincy]

In the jurisdictions that I have reviewed previously, it has been considered unlawful. MO seems to be different.

I agree that the way Missouri defines the unauthorized practice of law differs from the laws in other states.

I believe that contract review still falls outside the scope of this forum, though. And telling a poster to seek out a personal review by an attorney licensed to practice in a poster’s own jurisdiction will always be the best advice.

 

[Sixtybars]

No, it isn't. Simply explaining what the terms of a contract mean in plain English is not practicing law.

And I agree with "FlyingRon's" explanation.

Thank you Zddoohah for supporting on what i was trying to accomplish, which is to understand buyer's default and seller's default language in simple English.

 

[FlyingRon]

Nothing in the Missouri statute which you provided a non-working link to prohibits what we've done here. Or NC law for that matter (which is where I am).

 

[quincy]

Nothing in the Missouri statute which you provided a non-working link to prohibits what we've done here. Or NC law for that matter (which is where I am).

Right. That is what Zigner and I were discussing.