[WSBARP] Question Regarding PSA
Eric Nelsen
eric at sayrelawoffices.com
Fri Aug 22 09:39:07 PDT 2025
PR deed is non-statutory, so there is no imported statutory warranty caused by a designation as “PR deed.” Statutory warranties are only invoked if the proper conveyance language is used, under RCW 64.04.030, .040, or .050. The Limited Practice Board form<https://www.wsba.org/for-legal-professionals/join-the-legal-profession-in-wa/limited-practice-officers/lpo-forms> called PR deed, LPB 74-16, is nothing more or less than a bargain and sale deed, same warranties as under RCW 64.04.040. It uses “bargains, sells, and conveys” as the conveyance language.
The only difference between my PR deed (per paragraph 3 of my standard PSA addendum below) and a bargain and sale deed is that my deed excludes the warranty of seisin—meaning my PR does not warrant that the estate owns any interest at all in the property being conveyed.
Despite this being the general practice in Washington—my PR deed form is based on practice suggestions from multiple experienced attorneys and title officers—I still think it’s weird. I had an extended discussion years ago on a real property listserv about the reasons why this PR deed developed as the “usual” instead of a regular B&S deed. I could never figure it out. Practically speaking, my PR deed warranty says “I’ll defend you against anybody who claims to have previously received title to the property from me. But I won’t defend you from somebody who claims to own the property on any other basis, even if that means that you just paid me for a property that I didn’t actually own.”
Given the use of title insurance, the warranty of seisin is really unlikely to ever come up. But I still wonder why we do what we do.
Getting really deep in the weeds: there is a common law form of deed (not PR deed specifically), that I believe used to be considered to have an implied warranty of seisin. But I can’t recall what I learned about it and whether it’s ever been expressly adopted as part of Washington law. Even if it exists, the language I use in my PR deed expressly denies any implied or statutory warranties.
Sincerely,
Eric
Eric C. Nelsen
Sayre Law Offices, PLLC
1417 31st Ave South
Seattle WA 98144-3909
206-625-0092
eric at sayrelawoffices.com<mailto:eric at sayrelawoffices.com>
From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of Ryan Castle
Sent: Friday, August 22, 2025 8:13 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] Question Regarding PSA
Absent this specific language in the PSA or on the deed itself, does a PR deed contain any warranties, even limited warranties from a B&S deed? I have seen multiple attorney opinions on this, but can find no case law or statute stating one way or the other.
On Thu, Aug 21, 2025 at 2:13 PM Mark Vohr <mcv at ohanafc.com<mailto:mcv at ohanafc.com>> wrote:
In addition to what Eric stated (to which I fully agree – particularly the PR deed, which is basically a bargain and sale deed) we include an addendum with limits – including a court approval contingency if case something goes haywire. Some of the other matters we cover in the addendum, included but not limited to, are:
1. Buyer understands that the sales price reflects the buyer-borne risk of purchasing this Property, including all structures and improvements thereon, "as is" with no representations of warranty whatsoever, including but not limited to:
a. the condition or habitability of the Property;
b. the presence or absence of asbestos and urea formaldehyde;
c. whether or not the Property complies with applicable housing or building codes;
d. the location of the Property boundaries and the presence or absence of encroachments upon the Property upon adjoining property; and
e. whether the Property is served by a public water main or public sewer main or other utilities.
f. the presence or absence of underground heating oil tanks or petroleum based contaminants.
2. All plumbing, heating, electrical systems and included appliances are sold in "as is" condition at the time of closing. Seller is not obligated to repair or replace plumbing, heating, electrical systems or included appliances which are presently defective, or become defective prior to closing.
Regards,
Mark
Mark C. Vohr, J.D. CPGC
Ohana Fiduciary Corporation
A Washington Trust Company
155 NE 100th St., Suite 209
Seattle, WA 98125
Telephone: (206) 782-1189
From: wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com> <wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com>> On Behalf Of Eric Nelsen
Sent: Thursday, August 21, 2025 11:17 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: Re: [WSBARP] Question Regarding PSA
They survive closing but there’s still a 3-year statute of limitations on misrepresentation cases.
On the other hand, a PR should not make any representations or warranties at all. Here’s standard language I add as an addendum to any sale of property from an Estate:
1. Buyer acknowledges that Seller is the Personal Representative of an Estate and can make no representations or warranties whatsoever, express or implied, regarding the Property because Seller has insufficient information to make such representations or warranties, and because Seller is exempt from property disclosure requirements pursuant to Chapter 64.06 RCW. Buyer acknowledges that Seller's disclaimer of warranties and representations in this Addendum was bargained for and that the price which Buyer is paying for the Property reflects the lack of warranties and representations by Seller. Buyer further acknowledges that Buyer has negotiated, by other terms of this Agreement, all inspections and feasibility or other studies which Buyer believes are necessary to determine the condition of the Property, the suitability of the Property for Buyer's purposes, and the truth of those matters material to Buyer upon which Seller makes no representation or warranty.
2. The Property (including all structures and improvements thereon) is sold without representation or warranty as to (a) the condition or habitability of the Property, (b) the presence or absence of asbestos, ureaformaldehyde, or other hazardous or toxic substances on the Property, (c) whether or not the Property complies with applicable housing code provisions or governmental laws or regulations, (d) the location of the Property boundaries and the presence or absence of encroachments upon the Property or from the Property upon adjoining property, (e) whether the Property is served by public water, public sewer or other utilities, (f) condition of well, if any, or septic system, if any, and their compliance with applicable governmental requirements, (g) lot size or square footage of the Property, (h) whether the Property complies with applicable governmental laws and regulations, including those pertaining to short platting, (i) zoning of the Property, and (j) any other matter relating to the Property.
3. Title shall be conveyed by a Personal Representative's Deed with only the following warranty language: "The Grantor, for itself and for its successors in interest, hereby expressly limits the covenants of the Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other implication, and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under said grantor, and not otherwise, grantor will forever warrant and defend the same described real estate."
Sincerely,
Eric
Eric C. Nelsen
Sayre Law Offices, PLLC
1417 31st Ave South
Seattle WA 98144-3909
206-625-0092
eric at sayrelawoffices.com<mailto:eric at sayrelawoffices.com>
From: wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com> <wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com>> On Behalf Of James Dolan
Sent: Thursday, August 21, 2025 11:12 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: [WSBARP] Question Regarding PSA
Warning - this may be a dumb question! I don’t handle a lot of real property transactions, so I want to put this question out to the hive.
Client (Personal Representative) is selling deceased dad’s home as PR. She questions the language in Section 9.9 of the PSA, below, regarding representations and warranties that “survive closing.” Does this mean indefinitely? Is this standard PSA language, or is there usually a time limit?
9.9. Survivability. The truth and accuracy of the representations set forth in this
Agreement shall constitute conditions precedent to Closing. All covenants of Purchaser or Seller
that are intended hereunder to be performed in whole or in part after Closing, and all
representations and warranties by either Party to the other, shall survive Closing and shall be
binding upon and inure to the benefit of the respective Parties hereto and their respective heirs,
executors, administrators, successors and assigns. As provided herein, the indemnification
obligations set forth in this Agreement shall also survive Closing.
Thanks in advance,
Jim Dolan
=========================
Jones Butler Dolan, PS
P.O. Box 458
10027 SR 532
Stanwood, WA 98292
(tel) 360-336-2939
(fax) 360-336-2949
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Ryan Castle
Castle Law Firm, PLLC
Managing Attorney
T: 360-592-3504
1313 E. Maple St., Suite 790
Bellingham, WA 98225
https://ryancastlelawfirm.com/
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