Definite REPC Deadlines
February 27, 2020
Under Section 24 of the REPC there are references to four (4) specific deadlines that are key to the makeup of the contract. Seller Disclosure Deadline, Due Diligence Deadline, Financing & Appraisal Deadline, and Settlement Deadline. Each of these deadlines are incredibly important.
Surprisingly, I have seen REPCs without specific deadlines. What does this do to the contract?
The Utah Supreme Court gives some key guidance. In Nielsen v. Gold’s Gym, the Court stated, “An agreement cannot be enforced if its terms are indefinite.” The Court continued, “[I]f the essential terms are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract.”
The biggest problem areas I see with REPC deadlines are:
- 1) Leaving the deadlines blank or
- 2) writing indefinite language into the deadlines (ex. 7 days after Buyer goes under contract on their property).
Only if there is no Due Diligence Condition, Financing Condition, or Appraisal Condition should the Due Diligence Deadline and/or Financing & Appraisal Deadline be blank. In nearly every other scenario, I would have specific dates referenced in Section 24. Remember, “An agreement cannot be enforced if its terms are indefinite.”
If you ever have any REPC questions, please feel free to call the UAR’s Legal Hotline at 801-676-5211 on Monday, Wednesday, or Friday from 8:30 a.m. to 4:00 p.m.