Embry Riddle Aeronautical Contract of Sale of Commercial Boca Property Worksheet

Embry Riddle Aeronautical University

Question Description

I’m studying for my Law class and need an explanation.


Here are the instructions for this assignment:

Now that you and Sally have decided on a property to purchase, it is

time to make an offer. You want to make sure that the offer is one that

is fair and acceptable to both Sally and the seller.

Using all information available, complete the Contract of Sale of Commercial Property (DOCX)

using all available facts. Your draft should conform the terms

favorable to you and Sally, including pricing, financing, or leasing

options and terms. These documents will aid you in drafting a sales

contract for Sally to approve:

Unformatted Attachment Preview

University of Tulsa College of Law TU Law Digital Commons Articles, Chapters in Books and Other Contributions to Scholarly Works 1988 Tips for Drafting Contracts Martin Frey Follow this and additional works at: http://digitalcommons.law.utulsa.edu/fac_pub Part of the Contracts Commons Recommended Citation 5 J. of Paralegal Ed. & Practice 55 (1988). This Article is brought to you for free and open access by TU Law Digital Commons. It has been accepted for inclusion in Articles, Chapters in Books and Other Contributions to Scholarly Works by an authorized administrator of TU Law Digital Commons. For more information, please contact daniel-bell@utulsa.edu. Tips for Drafting Contracts MARTIN A. FREY* Some contracts must be in writing to be enforceable. Others are en- forceable without a writing.I Even those contracts that do not need to be in writing often are written. 2 This article briefly discusses the art of drafting a written contract. 3 Drafting contracts involves skills that can be developed and honed. The ability to write well is the most valuable tool a paralegal can acquire. The following material provides some suggestions for drafting a well-written contract. These suggestions also apply to drafting well-written memoranda and briefs. Reflect upon your own writing. Can some of these tips improve your writing? A. Draft from an Outline Before drafting, develop an outline for the contract. An outline helps the drafter present the terms of the contract in a logical, orderly fashion. An outline prevents the omission or duplication of essential terms. Begin the outlining process by defining the purpose of the contract. Next, following the organizational structure of the law of contracts, develop a checklist of items that the contract might or should address. * Professor of Law, The University of Tulsa. This article first appeared as a chapter in "Introduction to Contracts and Restitution for Paralegals," by Martin A. Frey and Terry H. Bitting, West Publishing Co. (1988). Adapted by permission from CoNTRAcTs AND REsTIrroN FOR PARALEGAis BY MARTiN A. Fanv AND TERRY H. B1rrW. CoPYRIGr @ 1988 by West Publishing Company. All rights reserved. 1. The formation of a contract and the enforcement of the contract are separate questions. A writing is not required for contract formation (unless the offeror requires a writing as the last act of contracting). A writing, however, may be required for the enforcement of the contract. Whether a court will not enforce a contract because it is not in writing is controlled by the Statute of Frauds. The three most common examples are: a contract for the sale of goods for the price of $500 or more must be in writing to be enforceable; a contract that could not be fully performed within one year from the date of contract formation must be in writing to be enforceable; and a contract for the sale of an interest in real estate must be in writing to be enforceable. Even in those situations where a writing is required by the Statute of Frauds, the question then becomes what terms must be in the writing. 2. If a contract has been committed to writing, whether the writing was required or not, the question must then be whether the writing includes all the contract terms or only some of the contract terms. This question involves the parol evidence rule. 3. This article does not discuss the Statute of Frauds or the parol evidence rule. The focus of this article is the writing, whether required or not and whether inclusive of all the contract terms or not. 56 Journal of Paralegal Education and Practice [Vol. 5 The following is the beginning of a checklist: 1. Scope The applicable state law if the parties decide to select the applicable state law (that is, choice-of-laws provision) 2. Contract formation a. The offeror's duties b. The offeree's duties c. The timing and dependence of the performance of the duties on one another d. Events or conditions necessary to create the duty e. Events or conditions necessary to terminate the duty f. Whether all the terms of this contract will be set forth in this writing and, if so, whether the writing should so state (that is, a merger clause) 3. Enforcement a. If the contract must be in writing to be enforceable, what terms should the writing contain and who must sign b. If the contract could be held unenforceable, what should be the alternative course of action of the parties 4. Breach a. Definition of breach b. Significance of breach 5. Remedies for the Aggrieved Party a. The aggrieved party's remedies b. Alternative methods of dispute resolution in lieu of litigation (for example, mediation or arbitration) c. A statement relating to costs and attorneys' fees d. The forum in which litigation would take place B. Be Brief Omit surplus words. State your meaning clearly and concisely. More words do not make a better contract. Wordiness only creates an opportunity for ambiguity and confusion. Eliminate unnecessary paragraphs, sentences, phrases, and words. Good writing stresses conciseness. 19881 Tips for Drafting Contracts A single word can often substitute for a verbose phrase: allow, let afford an opportunity or and/or whether as to whether then at that point in time because due to the fact that when during the period when during, while during the time that sue file an action against first of all force and effect for the reason that free and clear full and complete from the point of view good consideration have an impact on have a tendency to insofar as... is concerned null, void, and of no further effect point in time prior to subsequent to suffer and permit sufficient consideration there is no doubt but that the question as to whether this is a topic that void contract written document written instrument first force, effect because free, clear full, complete from consideration affect tend (omit the entire p1trase and start with the subject) void time before after permit consideration doubtless, no doubt whether, the question whether this topic no contract document instrument 57 58 Journal of Paralegal Education and Practice [Vol. 5 Many verbose phrases are compound prepositions: by means of by by reason of because of by virtue of by, under for the period of for for the purpose of to in accordance with inasmuch as in connection with in favor of instances in which in lieu thereof in order to in regard to in relation to in spite of the fact that in terms of in the nature of in view of on the basis of on the part of until such time as with the exception of with reference to with regard to with respect to by, under since with, about, concerning for when instead to about about, conce.rning although in like because by, from by until except about, conce rning about, conce rning on, about As an exercise, remove the unnecessary verbiage from the following paragraph. 1. 2. 3. 4. 5. The lessor, party of the first part, agrees to lease, rent and/or otherwise allow the lessee party of the second part, to use, occupy and hereafter during the term of this lease, make use of lessor's, said party of the first part's premises. 19881 Tips for Drafting Contracts 59 6. The lessee, said party of the second part, shall 7. compensate, pay and/or remit to the lessor, said 8. 9. 10. 11. 12. party of the first part, for and in consideration of the said agreement of lease, rent and/or otherwise use lessor's, said party of the first part's premises, the dollar sum of Two Thousand Dollars ($2,000.00). C. Simplify Your Language Use clear, precise terms. Avoid synonyms. If you mean "rooster," use "rooster." If you mean "hen," use "hen." If you mean "rooster" but use "chicken," a synonym, the reader might believe you mean "hen." Do not confuse your reader by using different words to refer to the same object or idea. Avoid "legalese." Legalese does not make a writing "legal." Legalese only makes a writing pompous and confusing. EXAMPLE Said Jack and said Jill went up the said hill to fetch a said pail of said water. When removing "said" from your writing, also remove "heretofore," "one," "whereas," and any other legalese that you might find. The following list will form a starting point for words to remove: aforementioned aforesaid forthwith hereafter hereby hereinafter heretofore herewith one said thence whereas "Minimize confusion by referring to parties by name rather than designating them "the party of the first part" and "the party of the second part." Avoid indefimite pronouns such as "it, they, this, who and which." An 60 Journal of Paralegal Education and Practice [Vol. 5 indefinite pronoun only adds confusion. When possible, substitute a noun for a pronoun. EXAMPLE The following sentences can be rewritten to eliminate the indefinite pronouns. "In this law review article it states that paralegals are real assets." "This law review article states that paralegals are real assets." "They say that the program for legal assistants is one which benefits students." "The legal assistants program benefits students." "There is a house, it stands on a hill." "The house stands on a hill." Avoid "etc." "Etc." gives the reader no new information and only demonstrates that either the writer does not know or is too lazy to tell the reader. EXAMPLE "The bride received gifts from New York, Florida, California, etc." When rewritten to avoid "etc.", the sentence becomes "The bride received gifts from many states, including New York, Florida and California." Simplify your drafting style. Group similar terms together. EXAMPLE "The seller shall deliver the goods to buyer's store. The buyer shall pay the seller upon delivery. The seller will pay the cost of shipping. The buyer will inspect the goods upon delivery. The goods are sold as is. The buyer shall insure the goods during transit." When rewritten to group similar terms together, the paragraph becomes: "The seller shall: 1. sell the goods "as is;" 2. deliver the goods to the buyer's store; and 3. pay the cost of shipping. The buyer shall: 1. pay the seller upon delivery; 2. inspect the goods upon delivery; and 3. insure the goods during transit." Could the following lease be improved by deleting the legalese and grouping the lessor's duties and lessee's duties? 1988] Tips for Drafting Contracts 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 61 WITNESSETH: that the party of the first part, for and in consideration of the rents, covenants and agreements hereinafter contained, does, and by these presents, demise, lease and rent, for a period of six months from the first day of June, 1987, to the party of the second part, the following described property, to-wit: The party of the second part, for and in consideration of the use and possession of said premises for said period, does hereby agree to pay unto the party of the first part, the sum of Three Thousand Dollars ($3,000.00), said sum to be paid 13. in the following amounts and at the time herein 14. designated, to-wit: 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. On the first day of June, 1987, the sum of Five Hundred Dollars ($500.00), and on the first day of each and every month hereafter the sum of Five Hundred Dollars ($500.00), until the total sum of Three Thousand Dollars ($3,000.00) shall have been fully paid. THE PARTY OF THE SECOND PART further agrees to keep and maintain all portions of the building let to him by the terms of this contract in as good state of repair as the same are turned over to him. THE SECOND PARTY further agrees to be responsible and pay for the repair of any damage done to any of the buildings or grounds by any of his family or guests. THE SECOND PARTY agrees to hold said first party free from any and all expenses for lights, heat or any other expense incident to the occupant of said property. THE PARTY OF THE SECOND PART shall not engage, or allow any other person, pet or animal to engage in, any conduct that will disturb the quiet and peaceful enjoyment of the other tenants, the party of the first part, or the neighbors of second party, or use the premises for any purpose whatsoever which violates the laws of the United States, the State of New Hampshire, or the City of Concord. 62 D. [Vol. 5 Journal of Paralegal Education and Practice Use Base Verbs and the Active Voice Activate your writing with verbs. Replace nouns with verbs. The purest verb form is the base verb (for example, collide, decide, pay). Verbs give sentences movement and life. Nouns do not. Use the base verb rather than its derivative noun. collide decide pay resolve collision decision payment resolution Replace forms of the verb "to be" (is, are, be) with active verbs (run, skip, jump). EXAMPLE "The ruling was made by the trial judge" becomes "The trial judge ruled." Active voice energizes your writing. Substitute active for passive verbs. With active voice, the subject of the sentence acts. With passive voice, the subject of the sentence is acted upon. EXAMPLE "The police were called by Tom" becomes "Tom called the police." Passive voice usually requires more words than active voice. In the above example, the passive voice requires a supporting verb (were) and a preposition (by). Passive voice creates detached abstraction within the sentence. With the active voice, the reader readily understands who is doing what to whom. With passive voice, who is doing what to whom is often unclear. E. Avoid Sexist Language "Every man for himself" is history. Sexist language should be deleted from your writing. Several tips are useful: 1. Avoid expressions that imply value judgments based on sex. EXAMPLE "Are you a man or a mouse?" "A difficult task is a man's work." "Don't be such a weak sister." "He refused to do woman's work." 19881 Tips for Drafting Contracts 63 2. Change the wording of male-oriented expressions to include both men and women. EXAMPLE "reasonable man" becomes "reasonable person" "gentlemen of the jury" becomes "members of the jury" "Dear Sir" becomes "Dear Madam or Sir" 3. Replace sex-based descriptions and titles with non-sex-based descriptions and titles. EXAMPLE "workman" becomes "worker" "newsman" becomes "journalist" "fireman" becomes "firefighter" 4. Use parallel construction when referring to both sexes. EXAMPLE "man and wife" becomes "husband and wife." 5. Avoid masculine singular pronouns when not referring to a male. Although "he or she" can be used in moderation, it is often best to rewrite the sentence. a. Omit the pronoun if it is unnecessary. EXAMPLE "The average citizen feels that he is doing his duty by voting" becomes "The average citizen feels a duty to vote." EXAMPLE "Every person has his constitutional rights" becomes "Every person has constitutional rights." b. Use the second person rather than the third person. EXAMPLE "Each voter must cast his own ballot" becomes "As a voter, you must cast your own ballot." c. Use the plural rather than the singular. 64 Journal of Paralegal Education and Practice [Vol. 5 EXAMPLE "Every spring the farmer plows his fields" becomes "Every spring farmers plow their fields." EXAMPLE "The policeman risks his life on a daily basis" becomes "Police officers risk their lives daily." F. Check for Spelling, Punctuation, and Grammatical Errors Common spelling errors should be eliminated from your writing. Do not expect a secretary to correct your work. Errors will reflect upon you and not your secretary. Keep a list of words you tend to misspell. EXAMPLE The following are common spelling errors: accommodate not accomodate admissible not admissable allege not alledge already not allready alright not all right argument not arguement coming not comming condition precedent not condition president defendant not defendent definite not definate demurrer not demurer discussed not discused dissatisfied not disatisfied divisible not divisable existence not existance integrated not intagrated judgment not judgement occurred not ocurred or occured separate not seperate their not thier unconscionable not unconcionable or unconsionable or uncontionable until not untill warranty not warrenty or warrantee 19881 whether writing written Tips for Drafting Contracts 65 not wether not writting not writen Check punctuation. Eliminate grammatical errors from your writing. A common error is to write "it's" for "its" and "its" for it's." "It's" is a contraction, meaning "it is." "Its" is a possessive pronoun. EXAMPLE "It's February 2 and the groundhog saw its shadow." "Irregardless" is improper. Use "regardless." EXAMPLE "I will do as I please irregardless of the consequences" becomes "I will do as I please regardless of the consequences." Check "to," "too," and "two." EXAMPLE "We dined out from one to two and ate too much." Distinguish between "between" and "among." "Between" is used for only two while "among" implies more than two. EXAMPLE "The voters had a choice between Mary and John for President and among Susan, Tony, and Robin for Vice President." "Their," "there," and "they're" can cause problems. EXAMPLE "With the first crash of thunder, their horses broke away from the wagon and left them there in the wilderness where they're unlikely to find help." "Affect" is always a verb and means to influence. "Effect" is most commonly a noun and means result. EXAMPLE "The pickets will affect the company's production but their actions will have only a short term effect." 66 Journal of Paralegal Education and Practice [Vol. 5 "Whether" should be distinguished from "weather." EXAMPLE "The weather report did not help us decide whether to risk a trip to the beach." These suggestions are but a brief introduction to better drafting. A number of helpful books are available. They include: G. Block, Effective Legal Writing (Foundation Press 1981); L. Glorfeld, D. Lauerman, & N. Stageberg, A Concise Guidefor Writers (Holt, Rinehart, Winston 4th ed. 1977); K. E. Gordon, The Transitive Vampire: A Handbook of the Innocent, the Eager,andthe Doomed (Times Books 1984); D. Mellinkoff, The Language of the Law (Little, Brown & Co. 1963); C. Miller & IK.Swift, The Handbook of Nonsexist Writing (Harper & Row 1980); W. Strunk & E. B. White, The Elements of Style (MacMillan 3d ed. 1979); R. Wydick, Plain Englishfor Lawyers (Carolina Academic Press 1979). Considerations for the terms needed in the sale of a commercial property: Suggested Answers from research: When a seller and a buyer agree upon the terms for the sale of a commercial property the next step is often for the buyer to prepare the first draft of a Contract, which embodies those terms, as well as other customary provisions such as representations, warranties, covenants and conditions of closing. After receiving the draft, the seller, its agent and counsel can scrutinize each provision suggested by the buyer. With the Contract laid out in front of them, the seller’s team can focus on the concepts and language they would like to delete or modify. Somewhat more difficult, however, is for the seller’s team to know what is missing from the buyer’s draft. That is, what things does a buyer tactically omit from its Contract that the seller would want included? Below are ten provisions that a seller would want in its Contract but that a buyer may well not include in its draft. 1. Not Binding until Executed Negotiations often begin with the execution of a letter of intent. A letter of intent typically contains an express statement that there is no binding agreement until a final Contract is negotiated and executed. The buyer’s draft, however, usually will not have similar language. One might ask why such language is necessary. Either the Contract is eventually fully executed and delivered, in which case the Contract is effective, or the Contract, though negotiated, is never signed by one of the parties and, therefore, by virtue of the statute of frauds or otherwise, there i ...
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Final Answer

hello buddy


This Contract of Sale of Commercial Property (the “Agreement”) is made and effective


Sally Property Group (the "Seller"), a corporation organized and existing
under the laws of the [Boca Rotan of Florida, with its head office located
Sally Property Group
1424-1450 N Federal Hwy,
Boca Raton, FL 33432


Annaly Capital Investment (the "Purchaser"), an individual with his
main address located at OR a corporation organized and existing under the
laws of the Boca Raton of Florida, with its head office located at:
Annaly Capital Investment
90 Sage Rd.
Boca Raton, FL 33433.

1. Annaly Capital Investments agrees to purchase and take over Boca property owned by
Sally property group which is located at Federal HWY in Boca Raton, Florida.
2. Sally property group has agreed to sell Boca property to Annaly Capital investment on
the terms and conditions described herein
Section 1. Sale of Property: Sally Property groups agree to sell, transfer owners ship of Boca
Property to Annaly investment group with all the improvements in terms of structure, fixtures,
personal property herein and appurtenances to it. The agreement is subject to terms and
condition herein on real property recorded in the recording District, third judicial district, state of
Florida and any other structures.
All rights are reserved. The material contained herein is the copyright property of Embry-Riddle
Aeronautical University, Daytona Beach, Florida, 32114. No part of this material may be
reproduced, stored in a retrieval system or transmitted in any form, electronic, mechanical,
photocopying, recording or otherwise without the prior written consent of the University.


The purchase price for property is $5,990,000 (Five Million, Nine Hundred and Ninety
Thousand Dollars) payable as follows:

Sally Property Group acknowledges a receipt of $1,500,000 dated 15th January 2019 paid
as deposit for the purchase of Boca Property. The balance will be paid in 48 equal
installments under the terms and conditions described in the First Deed of Trust and
Promissory Note dated 15th January 2019 between Annay Investment Group and Sally
Property Group.





Conveyance of title to property shall be by warranty deed with full covenants, executed
by Sally Property Group to Annaly Property Group or Annaly Property Group’s
nominees. Title to be conveyed shall be good and marketable, subject only to Mortgage
and property tax lien


Property is presently occupied by FL 33432 tenants under month-to-month tenancies or
leases, as set forth in Exhibit B, which is attached and made a part of this agreement.
Transfer of title and possession to property shall be subject to those tenancies, but all
right, title and interest of Seller in property shall be transferred to Purchaser or its
nominees at the time of conveyance of title.


Conveyance of title shall be made and sale closed within 1500 days after the date of this
agreement. Title shall be evidenced by a standard form title insurance policy issued by
Law and Lawn Company, insuring title to property to be in Purchaser or its nominees,
subject only to the matters set forth in this agreement


If, at the time of transfer of title, property or any part of property is subject to an assessment or
assessments payable in installments, all such installments not due or delinquent at the time of
transfer shall nevertheless be deemed to be due and payable at such time and as liens on the real
property described above, and all such assessments shall be paid and discharged by Seller.





Escrow shall be opened with Escrow Plus Inc. Such instructions as the escrow company
may require, not inconsistent with the provisions of this agreement, shall be signed and
filed by the parties.


The following items shall be prorated as of the close of escrow: rentals, real estate taxes
due but not delinquent, prepaid insurance premiums, association fees, interests and


Escrow shall close when the escrow company is in a position to record all documents
required under this agreement, make all...

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