· By Juan Murray
Massachusetts Offer to Purchase: Boston Buyer and Seller Guide
In Massachusetts, a signed Offer to Purchase can be a legally binding contract. In McCarthy v. Tobin (1999), the Supreme Judicial Court held that an Offer to Purchase signed by both parties and containing the essential terms was enforceable, even though it called for a Purchase and Sale Agreement to follow. The Offer to Purchase sets the price, the deposit, key contingencies, a target closing date, and a deadline for signing the Purchase and Sale Agreement, which then becomes the full contract.
What is the Offer to Purchase in Massachusetts, and is it legally binding?
It can be: once both parties sign an Offer to Purchase with the essential terms, a Massachusetts court may enforce it. Many people think of an offer as a starting point, something they can walk back if things change. In Massachusetts, that assumption can be costly. The Offer to Purchase is the first document signed in a Massachusetts real estate transaction, and it often carries more legal weight than buyers and sellers expect. For what happens next, see the Massachusetts Purchase and Sale Agreement. For buyer rights at the inspection stage, see Massachusetts home inspection law.
Key Takeaways
- In McCarthy v. Tobin (1999), the Supreme Judicial Court enforced a signed Offer to Purchase even though a Purchase and Sale Agreement was still to follow.
- The Offer to Purchase sets the price, deposit, key contingencies, a target closing date, and a deadline for signing the Purchase and Sale Agreement.
- Deposits usually come in two stages; one Massachusetts law firm describes a 5% total deposit as typical, or $42,000 at Jamaica Plain's $840,000 median.
- When a contract says time is of the essence, missed contingency deadlines can cost a buyer the right to cancel or the deposit.
- For contracts signed after October 15, 2025, sellers and agents can't condition acceptance on a buyer waiving or limiting a home inspection.
What does a Massachusetts Offer to Purchase include?
The price and deposit, contingencies, a proposed closing date, and the deadline to sign the Purchase and Sale Agreement.
The Offer to Purchase is usually a standard form, such as one published by the Greater Boston Real Estate Board (GBREB) or the Massachusetts Association of Realtors (MAR), filled in with the agreed terms: purchase price, deposit, contingencies, proposed closing date, and the date by which the parties will sign a Purchase and Sale Agreement.
In McCarthy v. Tobin, 429 Mass. 84 (1999), the Supreme Judicial Court enforced a signed Offer to Purchase and allowed the buyer to obtain the property through specific performance. As the Boston law firm Fletcher Tilton summarizes the case law, whether an offer binds the parties turns on whether it contains all material terms and shows an intent to be bound. Courts have found an offer not binding where it made clear the parties intended to be bound only by a later Purchase and Sale Agreement. The outcome depends on the exact language and the facts.
A typical Offer to Purchase covers the price and initial deposit, the proposed closing date, contingencies (commonly home inspection, financing, and, for homes built before 1978, the buyer's opportunity for a lead paint inspection), the deadline to resolve inspection findings, and any specific negotiated terms.
What it usually does not spell out in detail: the full list of seller obligations, default remedies, and title requirements. That is what the Purchase and Sale Agreement is for, and the attorneys use the Offer to Purchase as the starting point for drafting it.
How do deposits work on a Massachusetts home purchase?
They usually come in two stages. Massachusetts deposits usually come in two stages. A smaller deposit accompanies the Offer to Purchase, and a larger one is paid when the Purchase and Sale Agreement is signed. A deposit paid to a real estate broker must be deposited immediately in a bank escrow account, money the broker has no claim to, unless the parties agree otherwise in writing (254 CMR 3.00(10)). Some deposits are held by an attorney instead; the contract should say who holds it.
The amounts are negotiable. Vetstein Law Group, a Massachusetts real estate law firm, describes a total deposit of 5% of the price as typical. As an example: at Jamaica Plain's 12-month median sale price of $840,000 (MLS PIN via Repliers, September 2025 through August 2026), a 5% total deposit would be $42,000. That money is at real risk if a buyer walks away without a valid contractual reason.
What should buyers know before signing an Offer to Purchase?
That the deposit and the deadlines start to matter as soon as both sides sign. The initial deposit can be at risk from the moment both sides sign. A buyer who walks away without a valid contractual reason may lose the deposit and could face further legal exposure, depending on how the Offer to Purchase is written.
Contingency deadlines matter. When a contract states that time is of the essence, deadlines are generally enforced as written. A buyer who misses an inspection deadline may lose the right to cancel based on inspection findings, and a buyer who misses a financing deadline may put the deposit at risk even if the loan later falls through.
Before signing: read the contingency deadlines and make sure they fit the lender's timeline, confirm the inspection contingency gives the flexibility needed, and ask an attorney to review anything unusual. Agents fill in the forms, but they cannot give legal advice.
Can a seller back out of a signed Offer to Purchase?
It is risky. Once a seller signs an Offer to Purchase, the seller may be bound to sell to that buyer on those terms, as long as the buyer performs. A better offer the next day or a change of heart is not a clean exit, and walking away without cause can lead to a lawsuit or a dispute over the deposit.
Talk to an attorney before accepting an offer, not after. A short consultation before signing costs far less than untangling a deal because the Offer to Purchase language didn't say what the seller assumed it said.
Who handles the Offer to Purchase, the agent or the attorney?
The agent fills it in and negotiates; the attorney gives legal advice. The real estate agent handles the Offer to Purchase: filling in the form, managing the negotiation, and coordinating logistics. Agents cannot practice law. They cannot draft custom legal protections or advise on the legal consequences of the terms.
Attorneys usually become most involved at the Purchase and Sale Agreement stage, when the contract is drafted and negotiated. Given the weight the Offer to Purchase can carry, having an attorney review it before signing is a reasonable precaution, especially for first-time buyers and sellers or anyone with complex terms.
How is an all-cash Offer to Purchase different?
It has no financing contingency. An all-cash offer has no financing contingency, so the inspection contingency becomes the buyer's main exit. If it isn't drafted carefully, a cash buyer who discovers a significant problem may have limited options to cancel without losing the deposit. For contracts signed after October 15, 2025, Massachusetts law also bars sellers and their agents from conditioning acceptance on a buyer waiving or limiting a home inspection (M.G.L. c.143 §101; 760 CMR 74.00).
FAQ
Is the Offer to Purchase legally binding in Massachusetts?
It can be. In McCarthy v. Tobin (1999), the Supreme Judicial Court enforced an Offer to Purchase signed by both parties that contained the essential terms, even though a Purchase and Sale Agreement was still to come. Whether a particular offer binds depends on its terms and whether the parties intended to be bound, so treat a signed offer as a contract unless an attorney says otherwise.
What is the deposit structure in a Massachusetts real estate transaction?
The deposit is usually paid in two stages: a smaller amount with the Offer to Purchase and a larger amount when the Purchase and Sale Agreement is signed. A Massachusetts real estate law firm describes a 5% total deposit as typical, but the amounts are negotiable. A broker holding the deposit must place it in a bank escrow account unless the parties agree otherwise in writing.
What contingencies are typically included in a Massachusetts Offer to Purchase?
Common contingencies include a home inspection, mortgage financing, and, for homes built before 1978, the buyer's opportunity for a lead paint inspection. All-cash buyers have no financing contingency. The contingencies and their deadlines are negotiable and worth an attorney's review before signing.
Can a seller back out after signing the Offer to Purchase in Massachusetts?
Backing out after signing is legally risky for sellers. If the offer is binding and the buyer performs, the seller may be held to those terms. A seller who wants flexibility can ask an attorney about language making clear the parties intend to be bound only by a signed Purchase and Sale Agreement, though courts look at the whole document and the facts.
Does a buyer need an attorney for the Offer to Purchase stage in Massachusetts?
It isn't required, and attorneys are often not involved at this stage. Consulting one before signing makes sense when the deal is unusual, the terms are complex, or the contingency language is unclear. Attorney involvement usually increases when the Purchase and Sale Agreement is drafted.
The bottom line: treat a signed Massachusetts Offer to Purchase as a contract, and have an attorney review the deadlines and contingencies before you sign.
Sources
- Fletcher Tilton PC, "The Enforceability of an Offer to Purchase" (discussing McCarthy v. Tobin, 429 Mass. 84 (1999)): https://www.fletchertilton.com/the-enforceability-of-an-offer-to-purchase/
- 254 CMR 3.00(10), broker escrow accounts: https://www.law.cornell.edu/regulations/massachusetts/254-CMR-SS-3.00
- Vetstein Law Group, Massachusetts Real Estate Law Blog, liquidated damages and deposits: https://massrealestatelawblog.com/tag/massachusetts-liquidated-damages/
- 760 CMR 74.03, inspection waiver limits: https://www.law.cornell.edu/regulations/massachusetts/760-CMR-74-03
- 760 CMR 74.04, exemptions and October 15, 2025 applicability: https://www.law.cornell.edu/regulations/massachusetts/760-CMR-74-04
- MLS Property Information Network (MLS PIN) via Repliers, September 2025 through August 2026 (Jamaica Plain, ZIP 02130)
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About Juan Murray
Juan Murray is a Boston broker associate with more than 30 years of experience helping buyers, sellers, and investors across Greater Boston, personally leading every transaction from the first conversation through closing.
RE/MAX Real Estate Center · (978) 581-0801
Equal Housing Opportunity. Juan Murray is licensed as a Broker in Massachusetts, regulated by the Massachusetts Board of Registration of Real Estate Brokers and Salespersons. This article is general information only and does not constitute legal, tax, or financial advice. Confirm your specific costs and obligations with your closing agent, tax advisor, or lender.
