Contracts and Transaction Documents
What makes a contract enforceable
Offer, acceptance, consideration, capacity, lawful purpose, and - for land - a signed writing with an adequate legal description (statute of frauds). A counteroffer terminates the original offer; silence is not acceptance; any change in terms is a new offer.
Documents in an Alaska transaction
The purchase and sale agreement carries price, closing date, title and inspection contingencies, earnest money terms, and addenda (well and septic testing, utility disclosures, lead-based paint for pre-1978 housing). The deed - commonly a statutory warranty deed or a quitclaim deed in Alaska - passes title; the contract does not. Closing documents also include the bill of sale, escrow instructions, affidavits, and the closing statement.
Traps
- Confusing assignment (substituting a party to perform) with novation (a new contract replacing the old).
- Missing a contingency deadline - time is generally of the essence, and a missed date can waive the protection.
- Assuming verbal acceptance binds; for land, get it signed.
- Treating an 'as-is' sale as wiping out fraud or misrepresentation liability.
Worked example
Buyer offers $300,000. Seller counters $310,000. Buyer says, 'I accept $310,000 if you replace the roof.' That is not acceptance; it is a new counteroffer, and no contract exists until someone accepts the latest offer in writing. If the deal dies there, the earnest money becomes a disputed item resolved by the escrow terms and who breached.