This answer is written by AI. The information provided in this response is intended for general informational purposes only and should not be considered as legal advice. Do not rely solely on the information provided in this response for any legal decisions. Consult with a qualified legal professional before making any decisions.

How to Address Disagreements Over Purchase Agreement Terms?

Question from Cent, How to Address Disagreements Over Purchase Agreement Terms?

Answer from AI:

When parties enter into a purchase agreement, the precise language of the contract governs their rights and obligations. Disagreements over the interpretation of these terms can lead to disputes that may require legal intervention to resolve. In the scenario presented, the disagreement centers on the interpretation of a clause related to the seller’s ability to terminate the agreement if unable to secure a full release from its current lease obligations.

Understanding the Dispute

The key points of contention include:

  • The contract allows the seller to terminate the agreement if a full release from the lease obligations at 251 Calhoun Street cannot be secured before closing.
  • The landlord has imposed a $15,000 fee for the release, which is not part of the original lease agreement.
  • The opposing attorney argues that the seller must proceed with the purchase since the landlord is willing to release the tenant, regardless of the fee.

Formulating a Reply

In crafting a reply, it’s essential to focus on the contract’s language and the intent behind the clause in question. Here’s a general framework for responding:

1. Reiterate the Contract Language: Emphasize that the agreement explicitly states the seller may terminate if unable to secure a full release from its lease obligations. Highlight that the contract does not specify that the release must be obtained under any conditions imposed by the landlord, including the payment of additional fees not outlined in the current lease.

2. Clarify the Intent Behind the Clause: Argue that the clause was intended to protect the seller from incurring unforeseen liabilities or costs related to the lease. The imposition of a $15,000 fee by the landlord constitutes an additional obligation that was not anticipated at the time of the agreement.

3. Legal Principles: Reference legal principles that support your interpretation, such as the importance of the parties’ intentions at the time of contract formation and the principle that contract terms should be interpreted to avoid placing an undue burden on one party without clear agreement to such terms.

4. Precedent and Case Law: While specific case law will depend on the jurisdiction, mentioning that there are precedents where courts have considered the fairness and reasonableness of additional conditions imposed on contractual obligations could strengthen your argument. Consulting with a legal professional to identify relevant cases is advisable.

Next Steps

  • Seek Legal Advice: Given the complexity of contract interpretation, consulting with a legal professional who can provide personalized advice and potentially identify relevant case law is crucial.
  • Negotiation: Consider proposing a negotiation to resolve the dispute, potentially involving a compromise on the fee or seeking mediation to find a mutually acceptable solution.
  • Preparation for Legal Action: If an agreement cannot be reached, be prepared to defend your interpretation of the contract through legal channels, which may involve litigation.


Disputes over contract interpretation require a careful analysis of the agreement’s language, the parties’ intentions, and applicable legal principles. While the opposing attorney has presented one interpretation, the imposition of an unforeseen fee by the landlord for the release from lease obligations arguably alters the conditions under which the seller agreed to the contract. It’s important to seek legal advice to navigate this dispute effectively and to consider all available options for resolving the disagreement in a manner that is fair and consistent with the contract’s terms.

Remember, this information is provided for general guidance and does not constitute legal advice. Consulting with a legal professional is strongly recommended to address your specific situation.

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