Attorney review is a crucial part of negotiating the purchase or sale of real property. New Jersey provides both buyers and sellers the unique opportunity to have an attorney review their signed realtor-prepared real estate contracts. This means that the contract is not yet final, and changes can be made which include outright cancelation.
When Does Attorney Review Begin and End
Initially, a real estate agent drafts a standard contract. Once both the buyer and seller sign this contract, the clock starts ticking. From the moment both parties sign the contract, they have three business days to consult with an attorney. This period is aptly named the “attorney review period.” Weekends and holidays don’t count toward these three days.
For example, if you sign a real estate contract in New Jersey on a Monday, the attorney review period begins the following day, which is Tuesday. You then have three business days for the attorney to review it.
So, if you sign on Monday:
- Day 1 of the review is Tuesday
- Day 2 of the review is Wednesday
- Day 3 of the review is Thursday
By the end of Thursday, the three-business-day attorney review period concludes. If no issues arise or if neither attorney has proposed changes by the end of this period, the contract becomes binding as initially signed. If changes are proposed within this window, the contract remains non-binding until the concerns are addressed and both parties reach a consensus.
If you sign a real estate contract in New Jersey on a Thursday, the attorney review period begins the following day, which is Friday. Remember, the attorney review period only considers business days.
So, if you sign on Thursday:
- Day 1 of the review is Friday
- The weekend (Saturday and Sunday) does not count towards the review period
- Day 2 of the review is Monday.
- Day 3 of the review is Tuesday.
By the end of Tuesday, the three-business-day attorney review period concludes. If neither party objects, the contract is now legally binding.
Sample Attorney Review Clause
The form language for triggering Attorney Review goes something like this:
ATTORNEY-REVIEW CLAUSE:
New Jersey REALTORS® Form 118-Statewide | 11/2022
(1) Study by Attorney.
Buyer or Seller may choose to have an attorney study this Contract. If an attorney is consulted, the attorney must complete his or her review of the Contract within a three-day period. This Contract will be legally binding at the end of this three-day period unless an attorney for Buyer or Seller reviews and disapproves of the Contract.
(2) Counting the Time.
You count the three days from the date of delivery of the signed Contract to Buyer and Seller. You do not count Saturdays, Sundays or legal holidays. Buyer and Seller may agree in writing to extend the three-day period for attorney review.
(3) Notice of Disapproval.
If an attorney for the Buyer or Seller reviews and disapproves of this Contract, the attorney must notify the Broker(s) and the other party named in this Contract within the three-day period. Otherwise this Contract will be legally binding as written. The attorney must send the notice of disapproval to the Broker(s) by fax, e-mail, personal delivery, or overnight mail with proof of delivery. Notice by overnight mail will be effective upon mailing. The personal delivery will be effective upon delivery to the Broker’s office. The attorney may also, but need not, inform the Broker(s) of any suggested revision(s) in the Contract that would make it satisfactory.
Not too long ago, notice of disapproval had to be given via certified mail. Now, e-mail is more common but make sure the Attorney Review Clause expressly permits e-mail as a means of notice BEFORE you sign the initial contract. Otherwise, ask your realtor to include it.
What is Notice of Disapproval
Essentially, any written notice given by your attorney during attorney review that rejects the contract as written is notice of disapproval. These notices are strategic and careful thought should be given before providing one. For example, a notice might say that the contract is rejected because the buyer or seller needs more time to consider the contract. This can happen from time to time. But a more common approach is for the party giving notice to include a list of revisions that would make the contract acceptable. Then, if the other party agrees to the changes, you will be out of attorney review and subject to a legally binding contract.
Please be advised that I represent the Seller regarding the purchase of 5678 Cherry Lane. I disapprove of the contract signed by the Buyer on January 1, 2023 and signed by the Seller on January 10, 2023 and circulated to all parties on January 11, 2023, but would find the same acceptable, subject to the following changes and modifications:
Sample introduction to a Notice of Disapproval on Seller’s behalf
The Attorney Review Process
During the review period, your attorney carefully examines the contract. Your attorney will look for any clauses that may be unfavorable to you. Your attorney may also look to add additional conditions. Once issues are identified, your attorney If they identify issues, they can propose changes to the contract.
For example, say you are selling a condo to a buyer that has promised to limit his inspections in both scope and duration. Your attorney may suggest adding language to the contract as follows:
Buyer has a right to perform home inspections limited to the existence of any MAJOR, STRUCTURAL, MECHANICAL, FIRE OR SAFETY defects. If any such defects are found and reported to Seller within five (5) business days of the conclusion of attorney review, and Seller refuses to correct the same by licensed professionals prior to closing, then Buyer may terminate the contract and receive a full refund of all deposit monies.
Once an attorney proposes changes in this manner, several things can happen:
Acceptance
Both parties agree to the changes, and the modified contract is finalized.
Negotiation
If the other party doesn’t agree with the proposed changes, negotiations ensue. Both sides’ attorneys discuss and aim to reach a consensus.
Cancellation
If both parties can’t agree on the terms, the contract is cancelled and any deposit monies paid are returned. This ensures that neither the buyer nor the seller is locked into an unfavorable deal.
Conclude the Review
If no party’s attorney disapproves of the contract within the three-day window, the contract stands as originally written. Once the attorney review concludes, the contract is legally binding. From here, both parties advance to the next steps in the real estate transaction process, which may include home inspections, securing financing, and eventually, the closing.
When Should You Hire an Attorney
First, it’s essential that you select an attorney who specializes in New Jersey real estate law. They’ll have the expertise to scrutinize the contract and advise on potential amendments.
Second, don’t wait until you’re already in attorney review to begin your search for an attorney. Your attorney should be involved before the initial contract is signed. For more information on how we can help you navigate attorney review, contact us.
