Drafts binding escrow instructions for residential real estate closings. Extracts key terms from purchase agreements, identifies gaps or conflicts, and incorporates jurisdiction-specific requirements. Use when preparing escrow agent directives, closing instructions, escrow arrangements, or residential transaction closing documents.
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Drafts binding escrow instructions for residential real estate closings. Extracts key terms from purchase agreements, identifies gaps or conflicts, and incorporates jurisdiction-specific requirements. Use when preparing escrow agent directives, closing instructions, escrow arrangements, or residential transaction closing documents.
Drafts escrow instructions governing an escrow agent's receipt, holding, and disbursement of funds and documents for a residential real estate closing.
Incorporated documents: title, date, parties for each; attach as exhibits
Conflict priority: escrow instructions control agent duties; purchase agreement controls substantive buyer/seller rights
2. Escrow Agent Authority
Agent as neutral stakeholder with purely ministerial duties
No duty to inquire into transaction validity or signatory authority
Authority from written instructions only; no oral modifications
Confidentiality obligation except as required by duties or law
Designated contacts, authorized instruction-givers, acceptable communication methods
Joint vs. unilateral instruction requirements (specify which actions)
3. Deposit Mechanics & Fund Safeguarding
For each deposit specify: exact amount, form (wire/cashier's check with details), deadline from triggering event, triggering condition for subsequent deposits, non-payment consequence (cure period, termination rights).
Fund safeguarding:
Segregated account, never commingled
Interest-bearing status and allocation per state law
Written confirmation within 1 business day of receipt
Ledger of receipts/disbursements; accounting available on request
Dishonored payment: immediate notice, cure period if applicable
4. Conditions Precedent
For each condition specify: responsible party, deadline, evidence of satisfaction, failure consequence.
Closing date: specific date or mechanism (e.g., "5 business days after satisfaction/waiver of all conditions").
Seller deposits: grant deed (recordable form), bill of sale, assignment of contracts, title affidavit, FIRPTA affidavit or state withholding certificate, transaction-specific documents.
Buyer deposits: closing funds (balance of price less deposits plus buyer's costs), deed of trust/mortgage, assumption agreements, closing affidavits.
Define "closing": recordation of deed, disbursement of funds, or release of documents. Specify recording order and confirmation procedure.
Settlement statement: draft to parties at least [X] business days before closing; itemize all receipts, disbursements, prorations, adjustments.
6. Prorations, Adjustments & Fee Allocation
Proration date: closing date. Method: 360-day year or actual days.
Prorate: real property taxes (address supplemental bills), special assessments (confirmed vs. pending), HOA dues, rents/security deposits, utilities.
Fee allocation per purchase agreement; local custom governs unaddressed items. Common items: escrow fee, owner's/lender's title policies, recording fees (deed = seller; deed of trust = buyer), transfer tax, survey, home warranty, HOA transfer fee, NHD report.
7. Termination & Dispute Resolution
Triggers: mutual agreement, condition failure not waived, material breach, operation of law.
Procedure: written notice to agent + all parties citing specific provision. Funds follow condition-failure allocation. Documents returned to depositor. Cancellation fees per agreement.
Conflicting claims: agent holds funds → 30-day negotiation → interpleader if unresolved (no further notice required).
Agent protections: no liability for good-faith reliance on written instructions; no duty to act without joint instructions during disputes; joint/several indemnification by parties for agent's costs; right to deduct from escrowed funds; resignation on 10 business days' notice with successor by mutual agreement.
8. General Provisions
Governing law: property state. Venue: property county. Amendments: written, by all three parties, no oral modifications. Severability. Counterparts. No presumption against drafter. Entire agreement supersedes prior escrow understandings. Notices: written, to designated addresses, via specified methods.
