The Complete New York Sales Contract Clause Map

There is no single statewide contract form that governs every New York sale. A one-family home, condominium, cooperative apartment, new development, vacant parcel and commercial property raise different issues. Local practice also varies. This guide maps the clauses commonly found in a residential contract of sale and separates contract terms from disclosures that may be required by law.

It is an exam and study guide, not a form to copy into a transaction. Contract drafting and legal interpretation belong with the parties' attorneys.

The contract in one view

Official source map

The New York Department of State 77-hour salesperson curriculum includes contract forms, contingencies, closing provisions, assignment, default and remedies in the contracts subject.

Several statutes sit behind the clause map:

• General Obligations Law section 5-703: signed-writing requirements for a contract to sell real property.
• General Obligations Law section 5-1311: default casualty and condemnation rules unless the contract expressly provides otherwise.
• Real Property Law section 462: the current Property Condition Disclosure Statement for covered residential property and its timing.
• Real Property Law section 463: transfers exempt from the Property Condition Disclosure Statement requirement.
• Real Property Law section 443: agency disclosure duties, which are separate from the purchase contract.
• Federal lead-disclosure law: pre-contract information, warning language, records and inspection opportunity for most pre-1978 housing.

The contract remains the starting point because many statutory rules operate as defaults or set minimum disclosure requirements rather than supplying every negotiated term.

Clause 1: date, parties and legal capacity

The opening identifies seller and buyer by their correct legal names. The signature section should match those identities.

Check whether a party acts:

• individually
• as a trustee, executor or administrator
• through a corporation or limited liability company
• under a power of attorney
• as more than one owner or buyer

A trade name is not always the legal entity. An entity signer needs authority. A fiduciary may have powers and approval requirements that an individual owner does not.

Exam trap: A salesperson's knowledge that someone “runs the company” does not prove authority to bind the company.

Clause 2: premises and legal description

The premises clause identifies the real property. It may use:

• street address
• county, city, town or village
• tax-map designation
• metes-and-bounds or lot-and-block description
• reference to a recorded deed or schedule

An address helps people find the property, but the legal description provides the durable boundary identification. A tax lot is useful but does not replace a survey when boundary location matters.

The clause should also identify appurtenant rights, easements or interests intended to pass. For a condominium, the unit and appurtenant common interest matter. A cooperative transaction transfers shares and a proprietary lease rather than fee title to the apartment.

Clause 3: fixtures, personal property and exclusions

The contract should say what remains with the premises and what seller may remove.

Commonly addressed items include:

• appliances
• lighting fixtures
• window treatments
• built-in shelving
• heating and cooling equipment
• security and smart-home devices
• fuel in a tank
• outdoor structures and equipment
• leased solar equipment

The legal fixture test and the parties' contract are related but not identical. The contract can reduce uncertainty by expressly including or excluding an item.

Worked example

A wall-mounted television may be personal property while its attached bracket may look like a fixture. “Television excluded, wall bracket included” is clearer than silence.

Do not promise an item stays based only on a listing photo. Check the contract and written inclusion list.

Clause 4: purchase price and payment schedule

This clause states total consideration and divides it into components, commonly:

• deposit or down payment delivered on signing
• additional deposit, if any
• institutional mortgage proceeds
• seller financing, if any
• balance due at closing

The arithmetic must reconcile to the total price. A financing amount may be a target or maximum rather than a promise that the lender will approve it.

Deposit and escrow

The contract should identify:

• deposit amount
• delivery deadline and payment method
• escrow holder
• treatment of interest, if any
• release conditions
• procedure when entitlement is disputed

The deposit is part of the price, not a second price. It may also serve as liquidated damages if the contract says so and the clause is enforceable.

An escrow holder should follow the escrow agreement. A salesperson should not tell the holder to release disputed funds based solely on one party's accusation of default.

Clause 5: mortgage contingency

A mortgage-contingency clause can make buyer's obligation dependent on obtaining specified financing. Its details matter more than the label.

Read for:

• loan type
• amount or percentage
• maximum interest rate, if stated
• term or amortization
• commitment deadline
• lender and application requirements
• buyer's cooperation and good-faith efforts
• notice method if financing is denied or delayed
• extension rights
• whether appraisal is separately covered
• consequence of a failed condition

Commitment is not always funding

A commitment can contain conditions. The clause may distinguish a written commitment from final clearance to close. Buyer must not assume that receiving a conditional letter eliminates every financing risk.

Appraisal gap

A general mortgage contingency does not always create a right to cancel merely because appraisal is below price. The language may tie relief to lender denial or may contain a separate appraisal condition.

Exam method: Identify the financing condition, buyer's required effort, the deadline and the specified notice. Do not invent a cancellation right.

Clause 6: inspections and due diligence

Inspection rights may be handled before the contract is signed or through a contractual contingency. Practice varies by location and transaction.

Possible investigations include:

• general home inspection
• pest or wood-destroying-insect inspection
• radon testing
• well water quality and flow
• septic or cesspool condition
• oil tank and environmental testing
• mold evaluation
• structural, roof or chimney review
• flood map and insurance review
• public records, permits and certificates of occupancy

A useful contingency answers:

1. What may be inspected?
2. Who performs it?
3. By what date?
4. What finding permits objection or cancellation?
5. Must seller repair, negotiate or merely allow cancellation?
6. How must buyer give notice?
7. What happens if buyer misses the deadline?

An inspection is not the same as an appraisal. Inspection concerns condition. Appraisal supports an opinion of value, often for a lender.

Clause 7: condition of premises, as-is terms and final walk-through

An as-is clause generally allocates condition risk to buyer subject to the contract, disclosures and law. It does not authorize concealment, fraudulent misrepresentation or a knowingly false statutory disclosure.

The clause may address:

• condition on the contract date
• ordinary wear between contract and closing
• operation of systems and included appliances
• agreed repairs
• removal of personal property and debris
• preservation of landscaping
• final walk-through access

Final walk-through is not a new inspection contingency

The walk-through usually checks whether the property remains in the required condition, agreed repairs were completed and included items remain. It does not automatically give buyer a new unrestricted cancellation right.

Clause 8: seller representations and covenants

Representations state facts. Covenants promise future conduct.

Common subjects include:

• seller's authority to sell
• pending leases or occupancy rights
• notices of violations
• work performed and permit status
• assessments
• litigation or condemnation notice
• contracts affecting the property
• changes before closing

The contract may say whether a representation survives closing or merges into the deed. Survival language matters because closing can end some contractual promises while preserving others expressly.

A salesperson should transmit known material information accurately and avoid creating warranties outside approved documents.

Clause 9: Property Condition Disclosure Statement

For covered New York residential real property, Real Property Law section 462 requires seller to complete and sign the statutory statement and cause it or a copy to be delivered to buyer or buyer's agent before buyer signs a binding contract. A copy signed by seller and buyer is attached to the contract.

The statute generally defines covered residential real property as fee-owned property improved by a one-to-four-family dwelling used or intended as a residence. The definition excludes condominium units, cooperative apartments and specified non-fee homeowners-association property. Section 463 lists transfer-based exemptions, including several court-ordered, fiduciary, foreclosure, co-owner, family and newly constructed transfers.

The current statement:

• is based on seller's actual knowledge
• is not a seller or agent warranty
• does not replace inspection or public-record research
• includes detailed flood-risk questions
• must be revised as soon as practicable if seller learns information making it materially inaccurate before title transfer or buyer occupancy, whichever occurs first

The former $500 buyer credit for nondelivery was removed from New York law effective March 20, 2024. Current study material should not teach that obsolete shortcut. Under section 465, a willful failure can expose seller to actual damages in addition to existing remedies.

An as-is agreement does not erase the statutory delivery duty when the transfer is covered.

Clause 10: lead-based paint disclosure

Federal rules apply to most housing built before 1978, subject to listed exemptions. Before buyer signs the contract, seller and agent responsibilities include:

• giving the EPA lead-hazard pamphlet
• disclosing known lead-based paint and hazards
• providing available records and reports
• including the federal Lead Warning Statement and acknowledgments in or attached to the contract
• giving buyer a 10-day opportunity for a lead inspection or risk assessment unless the parties change the period in writing or buyer waives it

The rule requires disclosure of known information. It does not require seller to conduct a lead inspection under this disclosure program.

Avoid confusing the federal lead disclosure with New York's Property Condition Disclosure Statement. A transaction can require both.

Clause 11: title quality and permitted exceptions

The title clause states what title seller must convey and which encumbrances buyer agrees to accept.

Look for:

• marketable title standard
• deed type
• permitted exceptions
• utility easements, restrictive covenants and rights of way
• taxes not yet due
• existing mortgages to be satisfied
• objections and seller's cure period
• buyer's title-search deadline
• rights if title cannot be cured

Marketable title is title reasonably free from doubt that would expose buyer to litigation or threaten the property's value or intended use. It does not mean title without every exception.

Title insurance is not title itself

A title policy insures covered title risks subject to exclusions and exceptions. It does not transform defective title into perfect title. The contract may use insurability as part of its title standard, but the actual wording controls.

Survey and boundary issues

A survey can show boundary lines, improvements, encroachments and easements. A title search examines the public record. They answer related but different questions.

Clause 12: violations, permits, zoning and occupancy

This section allocates responsibility for:

• municipal violations
• certificates of occupancy or compliance
• open permits
• zoning status
• building-code issues
• legalization or removal of improvements

The contract should say which conditions seller must cure, what evidence must be produced and what happens if cure is impossible or too costly.

Do not promise that a property is a legal two-family residence because it is physically used that way. Public records and required approvals matter.

Clause 13: closing date, place and tender

The closing clause states when and where the parties exchange documents, money and title.

Typical seller deliveries may include:

• executed deed
• transfer forms
• affidavits required by title company or law
• mortgage satisfactions or payoff arrangements
• keys and possession required by contract

Typical buyer performance includes the closing balance and required loan or identity documents.

“On or about” and time of the essence

New York real estate contracts often use an “on or about” closing date. A stated date is not ordinarily time of the essence unless the contract says so or a party later gives clear notice fixing a reasonable time for performance.

When time is properly made essential, failure to tender on that law day without lawful excuse can be default. A salesperson should never declare a party in default. Attorneys evaluate notice, readiness, extensions and excuse.

Clause 14: adjustments and prorations

Adjustments divide income and expenses between seller and buyer as of the agreed date, commonly the closing date.

Possible items include:

• real estate taxes
• water and sewer charges
• rent and tenant security deposits
• fuel value
• common charges or homeowners-association dues
• assessments
• interest under an assumed obligation

The contract determines the proration date, calculation method, treatment of unknown bills and whether a later correction is permitted.

Simple proration example

Annual property tax is $7,300 and seller paid it in advance. Using a 365-day year, the daily amount is $20. If buyer owns the final 100 days of the tax period, buyer's share is $2,000, subject to the contract's adjustment convention.

Always identify who paid, which period the charge covers and which party owns each day.

Clause 15: possession, occupants and post-closing arrangements

The contract should state when buyer receives possession and whether the premises must be vacant, tenant-occupied or subject to specified leases.

If seller remains after closing, a separate possession agreement may address:

• move-out date
• daily charge
• escrow holdback
• insurance and utilities
• repairs and damage
• access
• holdover consequences

Calling a seller's continued occupancy “a few extra days” does not remove legal or insurance risk. Attorneys should document the arrangement.

Clause 16: casualty and condemnation

Fire, storm damage or a government taking before closing can change the bargain.

General Obligations Law section 5-1311 supplies a default rule unless the contract expressly provides otherwise. Before buyer receives either legal title or possession:

• material destruction without buyer's fault or a material taking prevents seller from enforcing the contract and lets buyer recover price already paid
• immaterial destruction or taking does not end the contract, but the price is reduced to reflect the loss

After buyer receives either legal title or possession, buyer generally bears the stated risk under the statute when loss occurs without seller's fault.

The contract may alter these rules and address insurance proceeds, restoration, notice and election deadlines.

Clause 17: default and remedies

Default provisions should be read together with contingencies, notice-and-cure clauses and escrow language.

They may address:

• buyer default and deposit retention
• seller default and deposit return
• damages
• specific performance
• reimbursement of defined expenses
• attorney fees, if agreed and enforceable
• whether a remedy is exclusive or cumulative

A liquidated-damages amount must function as a reasonable estimate where loss was difficult to calculate, not a punishment grossly disproportionate to probable loss.

Never conclude that failed closing equals buyer default. A valid contingency, seller's title failure, casualty right or agreed extension may change the result.

Clause 18: assignment and delegation

The assignment clause determines whether buyer may transfer the contractual right and whether seller's consent is required.

Possible approaches include:

• no assignment
• assignment only with seller's written consent
• assignment to a controlled entity
• assignment without release of original buyer

Assignment transfers rights. Delegation shifts performance duties. Neither automatically releases the original buyer. A novation requires agreement to extinguish the old obligation and replace it with a valid new one.

Clause 19: brokerage and commission statements

The contract may identify brokers involved and contain party representations about other brokerage claims. It may also state that brokers are not parties to most contract obligations.

The sales contract is not necessarily the source of the commission right. Listing agreements, buyer agreements, cooperating agreements and applicable law can govern compensation.

Agency disclosure under Real Property Law section 443 is separate. Signing an agency disclosure form is not the same as signing a brokerage service agreement or a purchase contract.

Clause 20: notices, amendments, waiver and entire agreement

These clauses look routine but often decide disputes.

Notices

The notice clause identifies approved recipients, addresses, delivery methods and when notice becomes effective. Sending a mortgage-cancellation notice to the salesperson by text may not satisfy a clause requiring delivery to attorneys by email and overnight service.

Amendments

A written-modification clause requires changes to be documented in the stated form. Price changes, closing extensions, repair credits and possession terms should not be left to casual conversation.

Waiver

Failure to enforce one right immediately does not always waive it. The clause and conduct matter.

Entire agreement and merger

An entire-agreement clause says the writing contains the parties' bargain and supersedes prior negotiations. Merger at closing can end contractual provisions unless they are meant to survive. Resist the urge to assume the terms are interchangeable.

Severability and counterparts

Severability addresses whether the rest of the contract remains effective if one provision is unenforceable. Counterparts allow signatures on separate copies that together form the agreement.

Clause 21: signatures, electronic records and delivery

General Obligations Law section 5-703 generally requires a sufficient writing subscribed by the party to be charged for a real estate sales contract.

Electronic signatures can have the same legal effect as handwritten signatures when the person executes or adopts the electronic sound, symbol or process with intent to sign. A name in an automatic email footer does not always prove that intent.

The contract may state:

• when signatures become effective
• whether counterparts are allowed
• whether electronic signatures and delivery are accepted
• whether attorney approval or another condition remains

Delivery of a signed copy and formation of a binding contract are related but distinct. Read the formation language.

Attorney review and the salesperson boundary

New York practice often involves attorneys preparing or revising the formal contract after an accepted offer. Practice differs across the state and property types. An accepted offer is not automatically the final binding contract, but neither should a salesperson state that every offer is legally nonbinding without reading the actual writing and conditions.

A salesperson may generally:

• fill factual blanks in an approved form within brokerage policy
• communicate terms authorized by the client
• deliver offers, disclosures and documents promptly
• track dates without giving legal conclusions

A salesperson should not:

• draft a custom contingency or remedy
• interpret ambiguous title or default language for a client
• declare a contract canceled or a deposit forfeited
• advise a party to waive attorney, inspection or financing protection
• alter legal language without attorney and broker direction

When a clause affects a party's legal rights, the correct response is to involve the supervising broker and the party's attorney.

Required document or negotiated clause?

A clause-reading method students can reuse

For every clause, write five short answers:

1. Actor: Who must act?
2. Duty: What exactly must that person do?
3. Trigger: What must occur first?
4. Deadline: When and how must performance or notice occur?
5. Consequence: What follows compliance, failure, waiver or cancellation?

Worked clause

“Buyer may cancel if Buyer receives a written lender denial by June 15 and gives Seller's attorney a copy by email no later than June 17.”

• Actor: buyer
• Duty: obtain denial and send a copy
• Trigger: written lender denial
• Deadline: denial by June 15, notice by June 17
• Consequence: cancellation right, subject to the rest of the clause

This method is more dependable than memorizing a clause title.

Frequently asked questions

Is there one standard New York real estate sales contract?

No single statewide form governs every sale. Forms and customs vary by property type, attorneys, associations and region. The signed contract and applicable law control the transaction.

What are the most important clauses in a New York home contract?

Focus on parties, premises, included property, price, deposit, financing, inspection, condition, title, closing, possession, adjustments, casualty, default, assignment, notices and signatures. Required disclosures must also be handled separately.

Does an accepted offer mean the New York home is under a binding contract?

Not necessarily. Formation depends on the writing, signatures, authority, intent and any stated attorney-review or other condition. Local workflow does not replace the legal analysis.

Can a buyer cancel if the appraisal is low?

Only if the contract or financing condition provides a right that fits the facts. A low appraisal does not create a universal cancellation right.

Does “as is” eliminate New York disclosure duties?

No. Real Property Law section 462 expressly allows as-is agreements but still requires the statutory statement for covered transfers. Fraud and other legal duties also remain relevant.

Does a seller still get to give a $500 credit instead of the Property Condition Disclosure Statement?

No. That former statutory credit was removed effective March 20, 2024. Covered sellers must follow the current disclosure law.

Is the Property Condition Disclosure Statement a warranty?

No. The statutory form says it is based on seller's actual knowledge, is not a warranty and does not replace professional inspections, testing or public-record research.

Does a closing date automatically make time of the essence?

Ordinarily no. Clear contract language or proper later notice fixing a reasonable performance date is needed. The facts and agreement control.

Can a buyer assign the contract and walk away from liability?

Not automatically. The assignment clause may restrict transfer, and assignment or delegation does not itself release original buyer. Release generally requires a novation or another valid agreement.

Who decides whether a buyer or seller defaulted?

The parties may agree, or attorneys and a court may resolve the dispute. A real estate salesperson should document facts and escalate the legal question, not declare default personally.

Continue your study

Learn how a contract is formed in offer, acceptance, consideration, capacity and lawful purpose. Then connect each clause to contract performance, breach, remedies, assignment and novation and New York's Statute of Frauds and electronic signatures.

For the complete subject framework, open the contracts, sales and leases study guide. Review agency paperwork separately with the New York section 443 agency disclosure guide.

Sources and verification notes

This clause map was checked against official materials available through August 27, 2026. It explains common provisions and current disclosure rules without presenting a transaction form or predicting unpublished exam wording. Contract terms and local practices vary, so parties should use New York counsel for an actual sale.

• New York Department of State, Real Estate Salesperson 77-Hour Curriculum
• New York General Obligations Law section 5-703, real property writing requirements
• New York General Obligations Law section 5-1311, vendor and purchaser risk
• New York Real Property Law section 462, current Property Condition Disclosure Statement
• New York Real Property Law section 463, disclosure exemptions
• New York Real Property Law section 465, liability for willful failure
• New York Real Property Law section 443, agency disclosure
• U.S. Environmental Protection Agency, real estate disclosures about potential lead hazards
• ADC Orange, Inc. v Coyote Acres, Inc., 7 NY3d 484 (2006)
• JMD Holding Corp. v Congress Financial Corp., 4 NY3d 373 (2005)