Contracts and Contract Law
Formation
A valid contract needs offer, acceptance, consideration, capacity, and legality, and some contracts must be in writing. Georgia's statute of frauds requires writing for contracts for the sale of land and for leases longer than one year, and the writing must identify the parties, the property, and the price or terms. Acceptance must mirror the offer; any change is a counteroffer, which terminates the original offer. Offers terminate by revocation, rejection, counteroffer, lapse of time, death or incapacity of the offeror, or illegality.
Contract provisions
Study contingencies (financing, appraisal, inspection, sale of buyer's home), earnest money and who holds it, the time is of the essence clause, assignment versus novation, option contracts, and the merger of contract terms into the deed at closing. Remedies include damages, liquidated damages (an earnest money forfeiture if drafted as such), rescission, and specific performance, which is available because land is unique.
Georgia practice points
Georgia is an attorney-closing state: licensees may complete blanks on approved forms such as those published by the Georgia Association of REALTORS but may not draft contract language, which risks the unauthorized practice of law. Agency engagements also must be in writing. Earnest money is held in the broker's trust account when the broker is a party to the agreement.
Traps
Do not assume an unsigned or oral agreement to sell land is enforceable. Do not assume a buyer who backs out for a reason outside a contingency automatically loses the deposit - the contract language controls. Remember that electronic signatures are enforceable in Georgia under the Uniform Electronic Transactions Act.
Worked example
Seller counters at $410,000; the buyer says nothing for a week. The counteroffer lapsed by its own terms or by unreasonable delay, and the buyer cannot later accept the original $400,000 offer unless the seller revives it.