[WSBARP] Document from Escrow Officer

Wed Aug 27 10:36:24 PDT 2014

I have seen it before and dealt with it by having the escrow agent modify
the form by adding “subject to seller’s receipt of the net sale proceeds
in accordance with seller’s estimated settlement statement”.

~ Warren

Warren Koons | Davis Wright Tremaine LLP
777 108th Avenue NE, Suite 2300 | Bellevue, WA 98004
Tel: (425) 646-6117 | Fax: (425) 646-6199 
Email:  <mailto:warrenkoons at dwt.com> warrenkoons at dwt.com | Website:
<http://www.dwt.com/> www.dwt.com

Anchorage | Bellevue | Los Angeles | New York | Portland | San Francisco |
Seattle | Shanghai | Washington, D.C.

"Ability, integrity, service."  --John Davis 

From: wsbarp-owner at lists.wsbarppt.com
[mailto:wsbarp-owner at lists.wsbarppt.com] On Behalf Of Paul Neumiller
Sent: Wednesday, August 27, 2014 10:28 AM
To: wsbarp at lists.wsbarppt.com
Subject: RE: [WSBARP] Document from Escrow Officer

I’m not as concerned if the statement was being held by the escrow holder
and was only released when the transaction closed.  Isn’t there WA law
somewhere that says that if the Seller allows escrow to  close, there is
an implication that Seller has deemed all conditions and contingencies to
be either met or waived?  Seller should instruct the escrow holder to not
close escrow if there is a problem.  While I agree that the statement
might not have been called for in the PSA but what is the real practical
consequences if the Seller signs it?  Are the potential consequences worth
maybe killing my client’s deal?  

I guess I am not offended because I see the statement making an explicit
statement that Seller has “blessed” the closing of escrow which statement
I think the Seller makes anyway implicitly by allowing the escrow to
close.  In fact, playing devil’s advocate here, if I was representing the
Buyer, I would be concerned if the Seller refused to sign such a statement
because it would lead me to believe that Seller was carrying a “pocket
lawsuit” by planning on closing escrow when the Seller sees a problem but
Seller figures that Seller can sue the Buyer after the close of escrow.
If Seller sees a problem, Seller shouldn’t close escrow.  

From:  <mailto:wsbarp-owner at lists.wsbarppt.com>
wsbarp-owner at lists.wsbarppt.com [mailto:wsbarp-owner at lists.wsbarppt.com]
On Behalf Of Clark, Catherine
Sent: Wednesday, August 27, 2014 10:04 AM
To: wsbarp at lists.wsbarppt.com
Subject: [WSBARP] Document from Escrow Officer

Listmates:

My client, a seller of property, has been presented a document to sign,
pre-closing, which states:

All terms, conditions and contingencies of the Purchase and Sale Agreement
have been met to our satisfaction.  Closing was completed per the
Agreement.

Ever seen that before?

If so, what say you?

I think no, no and no.  First, offered pre-closing.  Second, beyond the
terms of the PSA.  Third, what?!

All thoughts appreciated.

Catherine C. Clark

Law Office of Catherine C. Clark PLLC

701 Fifth Avenue, Suite 4105

Seattle, WA  98104

Phone:  (206) 838-2528

Fax: (206) 374-3003

Email:  cat at loccc.com

NOTICE: The information contained in this electronic information
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Information provided on this list should not be considered legal advice.
As with all lists - let the reader beware! No warranties or
representations are made as to the accuracy of any information provided.
All opinions and comments in this message represent the views of the
author and do not necessarily have the endorsement of the Washington State
Bar Association nor its officers or agents. 

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message to webmaster at wsbarppt.com asking that you be removed from the
wsbarp list. 

Information provided on this list should not be considered legal advice.
As with all lists - let the reader beware! No warranties or
representations are made as to the accuracy of any information provided.
All opinions and comments in this message represent the views of the
author and do not necessarily have the endorsement of the Washington State
Bar Association nor its officers or agents. 

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