CONTRACT FOR SALE OF REAL ESTATE
THIS CONTRACT FOR SALE OF REAL ESTATE (the “Contract”) is entered into by and between the parties listed
in the Seller’s signature block below (individually and collectively, the “Seller”), and
_____________________________________, a _______________________________ (the “Buyer”).
1. OFFER AND ACCEPTANCE. The terms of this Contract, once executed, shall represent a binding contract between Seller and
2. MUTUAL COVENANTS. Seller agrees to sell, and Buyer agrees to purchase, the real estate shown on Exhibit A, and further
described thereon as Tract(s)#________________________, attached hereto and incorporated by this reference herein, located in
Beauregard Parish, Louisiana, together with such improvements and timber thereon, if any, but excluding all minerals
(collectively, the “Property”), upon the terms set forth in this Contract.
3. PURCHASE PRICE AND DEPOSIT. Buyer agrees to pay to Seller the successful bid price of $ __________________ as the
purchase price for the Property. At time of signing this Contract, Buyer shall deliver three percent (3%) of the purchase price, or
$___________________, in the form of cash, cashier’s check or wire-transferred funds, as a money deposit (the “Deposit”) to
Alamo Title Insurance Company, as Escrow Agent (herein so called) hereunder. The Deposit shall be held in a non-interest
bearing FDIC insured account, and unless returned as required hereby, shall be credited toward the purchase price and delivered to
Seller at closing. The balance of the purchase price, adjusted by prorations and credits allowed the parties by this Contract, shall
be paid to Seller at closing in the form of cash, cashier’s check or wire-transferred funds. Notwithstanding anything seemingly to
the contrary contained herein, One Thousand and No/100 Dollars ($1,000.00) of the Deposit shall be non-refundable to Buyer
under any and all circumstances and shall be distributed to Seller at closing or any termination of this Contract as full payment and
independent consideration (the “Independent Consideration”) for Seller’s execution of this Contract.
4. FINANCING PERIOD. Buyer shall have a period (the “Financing Period”) commencing on the date hereof and ending on
September 29, 2010, in which to secure suitable financing for the purchase of the Property contemplated hereby. If Buyer is
unable to secure such financing, then, on or before the expiration of the Financing Period, Buyer may terminate this Contract by
delivering written notice to Seller and the Escrow Agent, referencing this Contract and stating that “the Contract is hereby
terminated pursuant to Paragraph 4 thereof,” in which event the Deposit (less the Independent Consideration and 50% of the cost
of the survey of the Property) shall be returned to Buyer, and the parties hereto shall have no further rights, obligations or
liabilities, one to the other hereunder (other than pursuant to the indemnity provisions in Paragraphs 5, 10 and 11 below). Failure
by Buyer to timely notify Seller of its election under the previous sentence shall be deemed to constitute (i) Buyer’s decision to
proceed with closing, notwithstanding that Buyer is unable to secure suitable financing; (ii) Buyer’s waiver of its right to terminate
this Contract under this Paragraph 4; and (iii) the Deposit becoming non-refundable except as provided in Paragraph 12 hereof.
5. ACCESS TO PROPERTY. During the pendency of this Contract, Buyer shall have reasonable access to the Property and may
conduct, at Buyer’s sole cost and expense, such non-invasive inspections with respect to the Property as Buyer deems necessary;
provided, however, Buyer shall save, defend, indemnify and hold Seller and its partners harmless from any and all claims,
demands, actions, causes of action, liabilities, costs, expenses and damages incurred in relation to, or in any manner arising
out of, Buyer’s inspections or other entry onto the Property, including, without limitation, for (i) the cost of any inspection,
(ii) any damage to Property, or (iii) any injury or death to person(s). Such indemnity provision shall survive closing or
termination of this Contract, notwithstanding anything seemingly to the contrary contained herein. Buyer shall also
promptly restore any portion of the Property altered or damaged by Buyer’s inspections or other entry onto the Property.
6. NO ADJUSTMENTS FOR PURCHASE PRICE FOR NON-SURVEYED TRACTS. The actual acreage in the tract(s)
comprising the Property is estimated. This Contract is not contingent upon a minimum or maximum amount of acreage being
conveyed. The purchase price for the Property shall not be adjusted (upward or downward) based on any discrepancy between the
actual acreage and the estimated acreage provided by Seller in any advertisement, at auction or otherwise. Seller may, at its
option, have the Property surveyed, and if Seller does so, the legal description set forth in such survey shall be the legal description
for all purposes hereof, and Buyer and Seller shall each be responsible for fifty percent (50%) of the cost of such survey.
6. POSSESSION AND CLOSING. The closing of this transaction shall occur on or before October 14, 2010 at or through the
offices of the Escrow Agent. Upon the consummation of the closing, Seller shall deliver possession of the Property to Buyer,
subject, however, to any and all existing easements, reservations and other matters of record affecting the Property (other than the
lien held by the Louisiana Federal Land Bank Association, FLCA, which shall be cancelled/released as to the Property at closing),
tenant’s rights, if any, therein, any matters that might be revealed by a physical inspection or on-the-ground survey of the Property
Page 1 of 3
(whether or not Seller chooses to have the Property surveyed) and, if and to the extent that there are any access road(s) (or
portion(s) thereof) on the Property which serve(s) any other property, whether or not owned by Seller or its affiliates, then an
easement/servitude of ingress and egress across such road(s), or applicable portion(s) thereof, situated on the Property also shall be
reserved (collectively, the “Permitted Exceptions”). Any fees charged by the Escrow Agent for handling the escrow closing shall
be paid for by Buyer, less and except any lien release/cancellation expenses, which shall be paid for by Seller.
7. DEEDS, MINERAL RESERVATION, TIMBER AND TITLE. Buyer acknowledges that Margaret Development, Ltd.
(“Margaret”), being one of the entities comprising Seller, owns the timber, and the other entities comprising Seller own the rest of
the Property. At closing, Seller shall deliver: (a) a recordable warranty deed, in the form of Exhibit B attached hereto and
incorporated by this reference herein (the “Deed”), executed by Seller (other than Margaret), conveying the Property other than the
timber to Buyer, in fee simple absolute, subject to (i) the Permitted Exceptions, and (ii) a reservation of any and all mineral rights
in and to the Property; and (b) a recordable timber deed (the “Timber Deed”), executed by Margaret, conveying the timber on the
Property to Buyer, subject only to the Permitted Exceptions. The sale of the Property shall not include any mineral rights in and to
the Property, whether owned by Seller or others. Seller shall provide Buyer an abstract or current title commitment prior to
closing. The cost of the abstract or commitment and any title insurance Buyer elects to obtain shall be paid solely by Buyer.
8. CONDITION OF PREMISES AND PERSONAL PROPERTY. It is the express agreement of the parties that the Property is
being sold and purchased on an “as is, where is” basis “with all faults.” Buyer relieves and releases Seller from any and all claims
for any vices or defects in said Property, particularly for any claims or causes of action for redhibition pursuant to Louisiana Civil
Code Articles 2520, et seq., or for diminution of purchase price pursuant to Louisiana Civil Code Articles 2541, et seq.
Additionally, Buyers agree and acknowledge that this sale is made without warranty of fitness for an ordinary or particular use
pursuant to Louisiana Civil Code Article 2524, and that Seller will only warrant the merchantability of title to the immovable land.
Buyer further agrees and acknowledges that the Property is to be sold and purchased (i) without any warranty whatsoever as to
elevation or flooding, and (ii) the disclaimer and release set forth in the Deed.
9. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. All ad valorem taxes and assessments for the calendar year in which the
closing occurs shall be prorated to the date of closing, based on the best available information. This proration shall be final as of the
date of closing. Any re-adjustments, recapture or changes in tax status shall be the sole responsibility of Buyer. Buyer will be
responsible for all taxes and assessments thereafter.
10. LIABILITY OF ESCROW AGENT. The parties acknowledge that the Escrow Agent hereunder acts at the request and convenience
of the parties. When acting in such capacity, the Escrow Agent shall not be deemed to be the agent of either party hereto, and the
Escrow Agent shall not be liable to either party for Escrow Agent’s acts or omissions unless taken or suffered in bad faith or willful
disregard of this Contract, or involving gross negligence. Seller and Buyer shall, jointly and severally, indemnify, defend and hold
Escrow Agent harmless from and against all costs, claims, and expenses, including reasonable attorneys= fees, incurred in connection
with the performance of Escrow Agent=s duties hereunder except as aforesaid. In no event shall the Escrow Agent be liable for
unearned interest with respect to the Deposit.
11. COMMISSION. The parties hereto agree that no real estate commission or similar fee is due any party in regard to this transaction.
Each party agrees to save, defend, indemnify and hold harmless the other in respect to any commissions, fees, judgments, or expenses
of any nature or kind which it may become liable to pay by reason of any claims by or on behalf of brokers, finders, or agents
employed by the other party in connection with the transaction contemplated by this Contract, or any litigation or similar proceeding
arising from such claims. Each party represents to the other that, other than as stated herein, there is no valid basis for such claims.
12. DEFAULT. If Buyer fails to perform any obligation imposed by this Contract, Seller may serve written notice of default upon
Buyer. If such default is not corrected within five (5) days thereafter, then, at the option of the Seller, Seller may terminate said
Contract and shall be entitled to retain the Deposit (and any other sums) paid by Buyer hereunder, as liquidated damages. The
foregoing remedy in the event of a default is not intended to be the exclusive remedy of Seller, and Seller shall have the right to seek
all other remedies available at law or equity, including, but not limited to, specific performance. In the event of Seller’s failure to
perform its obligations imposed by this Contract, then Buyer may serve written notice upon Seller to correct such default. Should
Seller fail to correct such default within five (5) days of receipt of such notice, Buyer’s sole remedy hereunder shall be to declare this
Contract terminated and to receive a refund of its Deposit upon similar notice served upon Seller and similar expiration of time
period. The Escrow Agent, upon receiving an affidavit from the non-defaulting party stating that this Contract has been terminated
as provided herein, shall notify the defaulting party of said affidavit and shall, in the event that the defaulting party does not object in
writing within five (5) business days, deliver the Deposit to the non-defaulting party. In the event that the defaulting party objects
within the five (5) day period, the Escrow Agent shall retain the Deposit until the parties have reached agreement on the disposition
of the Deposit or a court of law has ordered the disposition of the same. Escrow Agent shall be entitled to file an interpleader action
in the event of dispute regarding the disposition of the Deposit. Default by Buyer shall entitle Seller to Seller’s court costs and
reasonable attorney’s fees incurred in enforcing the provisions of this Contract.
Page 2 of 3
13. MISCELLANEOUS. This Contract contains the entire agreement between the parties. The time for performance of the obligations
of the parties is of the essence of this Contract. The language used in this Contract shall be deemed to be the language approved by
all parties hereto express their mutual intent and no rule of strict construction shall be applied against either party.
14. APPLICABLE LAW. This contract shall be construed and interpreted in accordance with the laws of the State of Louisiana.
15. 1031 EXCHANGE. Buyer acknowledges that the sale of the Property may be part of one or more exchanges being made by Seller
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto.
In such event, Buyer agrees to cooperate fully with Seller in order that Seller may effectuate such an exchange; provided, however,
that (a) all additional costs and expenses related thereto shall be borne solely by Seller; (b) Buyer shall incur no additional liability as
a result of such exchange; and (c) the contemplated exchange shall not delay any of the time periods or other obligations of Seller
hereby, including, without limitation, those relating to Closing.
IN WITNESS WHJEREOF, Seller and Buyer have executed this Contract to be effective as of (although not necessarily on) the last
date, in point of time, set forth below such parties’ signatures below.
Sellers’ Contact information: SELLER:
Address: P.O. Box 190746 MOCKINGBIRD DEVELOPMENT, LTD.,
Dallas, TX 75219 MOCKINGBIRD DEVELOPMENT II, LTD., FLCT, LTD.,
Phone No: 972-248-9950 FLLN, LTD. and MARGARET DEVELOPMENT, LTD.,
Email: email@example.com each a Texas limited partnership
Sellers’ Attorney: By: Beverly Development Corp.,
a Texas corporation, the General Partner of each
Leonard A. Stern II, Esq.
Smith, Stern, Friedman & Nelms, P.C.
Address: 6688 N. Central Expressway, Suite 550 By: _________________________________
Dallas, Texas 75206 Stephen Williamson, President
Phone No: 214-739-0606
Fax No: 214-739-0608
Email: firstname.lastname@example.org F and C R/E, INC.,
a Texas corporation
Stephen Williamson, President
Buyer’s Contact information: BUYER:
Address: ______________________ _______________________________________________,
______________________ a ________________________________________
Phone No: ____-______-_________
Fax No: ____-______-_________
Email: _______________ By: ______________________________________
Printed Name: ______________________________
Buyer=s Attorney: Title: __________________________________________
_______________________________ Date: ______________________________________
Phone No: ____-___-____
Fax No: ____-___-____
Page 3 of 3