1. Identify the Contract Risks before Signing
The purchase agreement assigns responsibility for defects, financing, and closing documents. Check which investigations require negotiated access after signing. Finding a problem does not automatically create a cancellation right.
Written Terms and Signing Authority
New York General Obligations Law §5-703 generally requires a writing signed by the party against whom enforcement is sought, subject to limited exceptions. Include the property description, price, deposit terms, and seller’s authority in the transaction review.
Deadlines, Notices, and Deposit Exposure
Record inspection, financing, title-objection, and closing dates separately. Check notice recipients, permitted delivery methods, and effective dates. Requesting an extension does not itself change a deadline; document the agreed extension before relying on it.
2. Review Ownership and Permitted Use Separately
Title review examines ownership and interests affecting the property. Building investigations address condition, lawful use, and operating obligations. Insurable title does not establish that the property suits the buyer’s plans.
Liens, Easements, and Survey Exceptions
Compare the title report, deed, and survey. Examine mortgages, judgments, access rights, boundary discrepancies, and insurance exceptions. Determine which objections the seller must cure. Insurance against a risk does not necessarily remove the underlying restriction.
Occupancy Records and Open Violations
Search the Department of Buildings’ BIS and DOB NOW systems for occupancy records, permits, and violations. Check zoning separately. Certain buildings predating 1938 are exempt from CO requirements unless later alterations changed use, egress, or occupancy. A Letter of No Objection may document lawful use.
Leases, Condition, and Future Costs
A lease review should reconcile leases, amendments, rent rolls, and tenant confirmations. Investigate physical condition, environmental risks, and applicable Local Law 97 obligations. Federal CERCLA liability protections have separate requirements; a Phase I environmental report alone does not establish protection.
3. Match Loan Requirements with Contractual Exit Rights
A lender’s refusal to fund and a buyer’s right to cancel are separate questions. Compare outstanding loan requirements with the agreement before financing or inspection rights expire.
Loan Commitments and Funding Conditions
A commitment may still require an acceptable appraisal, insurance, tenant documents, or title coverage. A financing review should compare these conditions with any financing contingency, including notice requirements and obligations to pursue financing.
“As-Is” Terms and Seller Obligations
Read “as-is” language alongside seller representations, repairs, and remedies. It does not resolve every fraud or statutory-liability issue. Identify the objection procedure, cure obligations, and consequences if the seller cannot cure.
When the Planned Use Conflicts with the Records
Investigate the approvals, work, and time needed for the proposed use. Then check whether the agreement makes that use a closing condition or provides a termination right. The buyer’s business plan alone does not establish the seller’s obligation.
4. Reconcile Documents and Funds before Closing
Compare the deed, loan documents, payoff information, and closing statement with the agreement. Document holdbacks and unfinished obligations, including who holds funds and what authorizes release.
Payoffs, Releases, and Adjustments
Obtain current payoff figures and arrangements for mortgage satisfactions or lien releases. Reconcile rent, security deposits, tax prorations, and credits against supporting records. Assign responsibility for resolving estimates after closing.
Federal Withholding for a Foreign Seller
FIRPTA may require buyer withholding when the seller is a foreign person, subject to exceptions. Form 8288 and payment are generally due within 20 days after transfer. A qualifying withholding-certificate application submitted by the transfer date can defer reporting and remittance while pending, but does not itself eliminate withholding.
5. Track Recording and Transfer Taxes Separately
Deed delivery and recording serve different functions. New York Real Property Law §291 addresses priority against certain later good-faith purchasers who record first. Track acceptance and correction requests after submission.
Acris and the Staten Island Filing Route
ACRIS provides recorded documents for Manhattan, the Bronx, Brooklyn, and Queens. Staten Island deed recording proceeds through the Richmond County Clerk. Its city transfer-tax returns require ACRIS electronic filing and a separate paper submission.
State and City Filing Deadlines
Form TP-584-NYC and applicable state tax are generally due within 15 days after delivery of the conveyance instrument. The city RPTT return and payment are generally due within 30 days after transfer. Follow direct Tax Department filing instructions if recording will occur after the state deadline or not occur.
6. Review the Record before Declaring Default
A missed closing date or unresolved defect requires analysis of the agreement and surrounding facts. Preserve amendments, notices, delivery evidence, and correspondence before claiming the deposit, demanding its return, or refusing performance.
Court, Venue, and Filing Requirements
For transaction litigation, identify the requested relief. CPLR §507 addresses venue for claims affecting title, possession, use, or enjoyment. Supreme Court Commercial Division assignment has separate eligibility requirements. Check NYSCEF rules; electronic filing does not itself complete initial service.
Prepare a Focused Review Request
Bring the agreement, title report, loan conditions, building records, and closing statement to a commercial real estate transaction lawyer in NYC. Identify the unresolved issue and next deadline, then ask which provision or legal requirement controls your options.
28 Oct, 2026
