The Most Overlooked Clauses in a Pennsylvania Residential Agreement of Sale

Buying a home is often hurried and chaotic.  You spend a good deal of time selecting a home but after that, the pace of things accelerates significantly, there’s lots of paperwork and things tend to blow by without taking the time to stop and read what you’re being asked to sign.  If that makes you feel a bit uncomfortable, especially for what might be the biggest purchase of your life, it should. You might be overlooking something that can be important later. 

Most real estate transactions in Pennsylvania use a standard form agreement of sale, often provided through Pennsylvania Association of Realtors. At a glance (which is just about all you’ll get before its whisked away to present to the seller), these agreements cover the basics: purchase price, financing, contingencies, closing date, and possession.  If everything goes perfectly, this form agreement works.  But when things go sideways, and they do in a fair number of deals, that’s when you really find out what you actually signed.  And sometimes you don’t like what you see.  

Deposit Money Dispute: 

This is the most common problem that we see.  Agreement signed, deposit paid.  Inspections turn up something you don’t like, you want out of the deal and your deposit back.  The seller sees it differently and won’t agree to return your deposit money.  What happens?  That’s important to know, right?  You might not be able to continue your home search without that deposit money.  

Because those major terms are front and center, they tend to get the most attention during negotiations. The remaining provisions are often treated as standard language, even though they directly control how a Pennsylvania real estate closing actually proceeds. 

That is where issues tend to arise. Some of the most important clauses in a Pennsylvania real estate purchase agreement are not the ones being actively negotiated, but the ones assumed to be standard. Working with an attorney-owned title agency early in the process helps ensure those provisions are understood in plain language before they affect the closing process in Pennsylvania. 

This is The Biggest Purchase of Your Life 

It might make sense to spend a few beats reading the Agreement but most people don’t.  In most Pennsylvania real estate transactions, once price and financing terms are agreed upon, the focus shifts quickly toward moving the deal to closing.  Your realtor will likely spend virtually no time reviewing or explaining any of the other terms in the contract. There are a few common reasons these sections are not carefully reviewed: 

• The agreement of sale is assumed to be “standard” Pennsylvania real estate contract language so it must be “ok”  

• Buyers and sellers focus on price, not legal structure  

• There is hesitation to spend additional time or cost on a full real estate attorney review  

• Parties assume the real estate agent or lender has already addressed the important details  

The issue is that these assumptions do not account for what happens during the Pennsylvania real estate closing process when delays, title issues, or these common disputes arise: 

• Inspection Surprises and Post-Report Repair Disputes 

• Seller Fails to Disclose Material Defects 

• Appraisal Gaps  

• Financing Contingency Failures (e.g. buyer’s credit score changes, loses their job) 

• Title Defects and Boundary Encroachments (e.g. neighbor’s fence built on seller’s lot, undisclosed liens on the property) 

• Disputes over Deposit After the Deal Breaks Down 

When these things happen, you must rely on the Agreement terms to help solve the problem.  Does the Agreement help solve these problems or not?  If you don’t review the Agreement, you won’t know until it’s too late. 

The Most Overlooked Clauses 

1. Closing Date and Timing Provisions 

This clause sets the expected closing date and determines what happens if that date is not met. 

In many Pennsylvania real estate contracts, the closing date may be treated as firm depending on the language in the agreement of sale. If one party is delayed, the contract controls whether extensions are allowed or whether the delay becomes a default issue. 

This becomes especially important in Pennsylvania real estate closings involving: 

• mortgage underwriting delays  

• title clearance issues  

• inspection or repair negotiations  

An attorney-owned title agency can help identify timing risks early in the Pennsylvania real estate closing process. 

2. Title and Obligation to Cure 

This clause defines what condition of title must be delivered in a Pennsylvania real estate transaction and what happens if title issues are discovered.  “Obligation to cure” means the seller must resolve title defects such as liens, judgments, unpaid taxes, or ownership issues before closing. 

These issues are not uncommon in Pennsylvania real estate deals and often take time to resolve. If the agreement of sale does not provide sufficient time or clarity, the real estate closing can be delayed. 

This is where coordination with an attorney-owned title agency such as Fiffik Law Group through Clover Lane Settlement Services becomes important, since title issues are reviewed and cleared as part of the Pennsylvania real estate closing process. 

3. Prorations and Financial Adjustments 

This clause determines how costs and income are divided (i.e. “prorated”) between the buyer and seller at closing in a Pennsylvania real estate transaction.  Common prorations in Pennsylvania real estate contracts include: 

• realty transfer taxes (2% or more of the sale price) 

• property taxes  

• homeowner association fees  

• utilities  

• rent in investment property transactions  

For real estate investors purchasing an investment property in Pennsylvania, rent prorations directly affect expected income at closing. 

An attorney-owned title agency reviews these calculations during the real estate closing process to ensure accuracy and consistency with the agreement of sale. 

4. Default and Deposit Handling 

This clause outlines what happens if one party fails to perform under a Pennsylvania real estate purchase agreement.   The standard agreement says that when the seller and buyer cannot agree on the disposition of the deposit, they must engaged in a mediation process.  That takes a lot of time, is expensive and can put a real dent in your ability to move on to another deal because your money is tied up in a dead deal. 

In the standard Pennsylvania real estate contracts, the deposit may be treated as liquidated damages depending on the agreement of sale language. This allows the seller to retain the deposit instead of pursuing additional legal remedies. 

These provisions define: 

• what constitutes default in a Pennsylvania real estate transaction  

• what remedies are available under the agreement of sale  

• how deposits are handled at closing  

These terms are often overlooked until a dispute arises during the real estate closing process in Pennsylvania. 

5. Possession and Post-Closing Occupancy 

This clause defines when possession transfers in a Pennsylvania real estate transaction. 

While many Pennsylvania real estate closings transfer possession at settlement, some agreements of sale allow the seller to remain in the property after closing. 

Key terms include: 

• length of post-closing occupancy  

• rent or occupancy fees  

• responsibility for utilities and maintenance  

If not clearly defined, this can create issues after the Pennsylvania real estate closing is completed. 

What If You Want to Change the Agreement 

After reviewing a Pennsylvania real estate purchase agreement, you may identify terms that need clarification or modification.  This is totally acceptable.  Do not be persuaded to avoid making changes.  

Changes are made through written amendments to the agreement of sale, which must be agreed on by both parties before closing. 

This is where an attorney-owned title agency and real estate attorney can help by: 

• explaining the Pennsylvania real estate contract in plain language  

• identifying risks within the agreement of sale  

• helping structure amendments when needed  

• keeping the real estate transaction moving toward closing  

For realtors in Pennsylvania, this also helps when advising clients on contract language during negotiations. 

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In Pennsylvania real estate transactions, the most overlooked provisions in a purchase agreement often determine how smoothly the real estate closing process actually goes. 

While price and financing drive the deal, it is the standard sections of the agreement of sale that control what happens when issues arise. 

Working with an attorney-owned title agency like Clover Lane Settlement Services, along with our affiliated law firm Fiffik Law Group, ensures that Pennsylvania real estate contracts are reviewed in context, explained clearly, and tied directly to the realities of closing in Pennsylvania real estate transactions.