What to review with your attorney before signing the P&S

From accepted offer to P&S

Once an offer is accepted, the next document is the purchase and sale agreement (P&S), prepared and agreed by the attorneys for buyer and seller and signed by both of you. The accepted offer may already be binding: Massachusetts's highest court has held that an accepted offer containing the essential terms can be an enforceable contract even when a P&S is still to come (McCarthy v. Tobin, 1999). The P&S adds the detail the offer leaves out: the deed and title you will receive, who bears the risk if the house is damaged before closing, closing adjustments for taxes, water and sewer charges and similar items, and what happens if either side defaults.

The items to check fall into a few groups: price and deposits, the signing and closing dates, the condition the property must be in at delivery, title, financing, and default. A standard form is where drafting starts, not fixed text, and many of its clauses can be worded to favor either buyer or seller. Contingency wording and how each deadline works are negotiated between the attorneys, and the version you sign is the one that counts. The state's own homebuying guide also recommends consulting an attorney throughout and meeting every deadline in the P&S.

Ask for the draft and any seller riders as early as you can, so your attorney has time to compare them with the offer. Where the draft differs from the offer, whether on a date, a deposit amount or an included item, decide with your attorney which version should stand before you sign. Confirm too that your attorney represents you and has read every rider and addendum.

The deposit: who holds it and when it moves

A typical P&S records the deposit already paid with the offer and the further amount paid when the P&S is signed; together they make up the total deposit, and the balance of the price is paid at closing. The contract should name the escrow agent who holds the deposit, say whether it sits in an interest-bearing account, and set out the written conditions under which it is released, credited toward the price at closing, or returned to you if a contingency is not met.

The P&S also says what the escrow agent does if buyer and seller disagree about who gets the deposit. There is no single automatic procedure: the outcome follows the contract wording and the escrow terms that apply, so the release language deserves a careful read now rather than after a problem. The buyer default clause sets out the seller's remedies if you fail to perform, which may include keeping the deposit as liquidated damages.

Before you send any deposit, confirm the payment instructions in person or on a phone number you already trust, as described in the guide to verifying who you pay before large home purchase payments.

• The exact name of the escrow agent and whether the account bears interest
• Plain wording on how the deposit is returned if a contingency is not satisfied
• What the default clause lets the seller keep, and whether the seller has other remedies

Your inspection rights

For sales of buildings with one to four homes, condominium units and co-op units where the first written contract was signed after October 15, 2025, a Massachusetts regulation (760 CMR 74.00) bars the seller and the seller's agent from making a waiver or limitation of your home inspection a condition of accepting an offer, and from accepting an offer that would require you to give it up. There are exceptions, including sales between relatives, foreclosures, and some new homes sold before construction is substantially complete with a written warranty of at least one year, so whether your purchase is covered is a question for your attorney.

In a covered sale, the seller's agent, or the seller if there is no agent, must give you a separate disclosure form no later than the signing of the first written contract, whether that is the offer or the P&S, and both of you sign it. In it the seller confirms that you may have the home inspected by a licensed home inspector of your choice and that, if you do, you will have a reasonable period after the first written contract is fully signed, as agreed between you and the seller, to decide whether to go ahead if the results are not satisfactory to you. The regulation does not set a number of days; the period is the one you and the seller write into the contract.

A term that would make the inspection meaningless, such as unreasonably limiting when you can schedule, receive or review it, or barring you from walking away over unsatisfactory results, is not allowed in the first written contract. The two sides may still agree on a reasonable repair-cost threshold below which you cannot withdraw, or on a reasonable limit to how much of the deposit is refunded if you do. So check the exact inspection deadline, how notice must be given and what the contract says about your deposit, and do not assume every withdrawal returns the full deposit. You are not required to have an inspection, and you may later decide not to, as long as that choice is yours and not something the seller or the seller's agent pushed or required.

Repairs, credits and the delivery condition

What the seller agrees to fix or pay is a separate matter from your inspection rights. An inspection report does not by itself entitle you to repairs, a lower price or a closing credit; those exist only when both sides agree in writing, in the P&S or an addendum. A closing credit is applied at settlement and does not automatically change the contract price. If what you agreed was a price reduction, the price in the P&S should show it.

Then read the delivery terms. A typical P&S states the condition the premises must be in at closing and provides for delivery free of tenants and occupants, broom clean and with the keys, and it may also require that the property not be in violation of building and zoning laws. It lists what is included in the sale, such as appliances, light fixtures and window treatments, and what is not, such as personal property or leased equipment. If the seller is leaving particular items, or has promised to finish repairs and provide proof, list each one in the contract.

• Attach the agreed scope of work or contractor estimate for each repair
• Set a date for the seller to finish repairs before the final walkthrough
• Name every included appliance, fixture and window treatment in the contract

Mortgage contingency and the commitment date

A pre-approval helps an offer, but it is not the lender's final commitment. Underwriting still reviews the property, your income and assets, and the loan conditions. The mortgage contingency protects your deposit if, after a timely and good-faith application, the lender does not approve the loan. For that protection to work, the clause should state the loan amount, the loan type, the interest rate terms and the calendar date of the commitment deadline.

The notice rules matter as much as the date. If underwriting runs late, your attorney needs to act before the deadline, not after it. Letting the date pass without the written step the contract requires can cost you the financing protection. Check whether the contract has its own extension mechanism and who may use it; many forms also name the attorneys or other representatives authorized to agree to extensions on each side's behalf. If the contract has no mechanism that covers your situation, an extension needs the seller's written agreement before the deadline. An email asking for more time is not an extension until the other side agrees in writing.

• Loan amount, type and terms match what your lender has actually indicated
• The calendar date and cutoff time of the commitment deadline
• Who receives formal notices and which delivery methods the contract allows

Title, damage before closing, and other clauses

The P&S sets out the type of deed the seller will give and the title you are entitled to receive, typically title that a title insurance company will insure at normal premium rates, subject only to the easements, restrictions, building and zoning laws and current-year taxes the contract allows. Many forms also apply the title standards of the Massachusetts Real Estate Bar Association. Leave enough time for a title examination, a decision on title insurance, and a check of taxes and any municipal betterment liens.

If the seller cannot deliver the title or possession the contract requires, many forms give the seller a set period to fix the problem, which can push back the closing, and say what happens if it is not fixed, including your option to accept whatever title the seller can deliver. Go through these clauses with your attorney: what triggers the extension, how long it runs, and what you can do if the problem remains. Any change to the closing date beyond what the contract provides should be agreed in writing by both sides.

The contract also covers fire or other damage before closing: the seller's insurance during that period, how insurance proceeds may be used, and what rights you then have. A typical P&S includes several other clauses as well; ask your attorney which ones apply to your home.

• Lead paint acknowledgments, including receipt of the lead paint property transfer notification
• The seller delivering a smoke and carbon monoxide alarm compliance certificate at closing
• Septic inspection terms, if the home has a septic system
• A statement about underground storage tanks
• Local resale fees or charges in districts that have them, and who pays

Dates, notices and the last read

Many forms state that time is of the essence, which signals that the dates are meant to be met as written. The notices clause sets who receives formal notices, how they may be delivered and by when. Before you sign, go through the final version clause by clause with your attorney rather than relying on oral assurances or someone else's summary. Check every figure, the spelling of each legal name, the property's legal description, each contingency date and each notice address.

Once both sides have signed and the P&S deposit is with the escrow agent, put every deadline on your calendar and share the dates with your lender and buyer's agent, so everyone works to the same schedule. The table below gathers the items above into one review list.