· By Juan Murray
The Massachusetts P&S Agreement: A Boston Seller's Guide
The Purchase and Sale Agreement is the full contract that governs a Massachusetts home sale. The attorneys negotiate it after the Offer to Purchase is accepted, and the buyer and seller sign it by the deadline set in the offer. Massachusetts typically uses two documents: the Offer to Purchase sets the initial terms, and the Purchase and Sale Agreement spells out the closing date, the seller's obligations, the remaining contingencies, and what happens if either party fails to perform.
What is the Massachusetts Purchase and Sale Agreement, and what does it mean for sellers?
It is the binding contract that runs the sale from signing to closing, and it sets your obligations, the remaining contingencies and what happens if either side fails to perform. Once a seller accepts an offer on a Boston home, the document that actually runs the transaction is the Purchase and Sale Agreement, and many sellers sign it without fully understanding what they've committed to. Reviewing it is the attorney's job, but a seller should understand the framework before it lands in the inbox. For the step before this one, see how the Massachusetts Offer to Purchase works. For everything that follows, see what happens after you accept an offer in Massachusetts.
Key Takeaways
- Massachusetts typically uses two documents: the Offer to Purchase sets the initial terms, and the Purchase and Sale Agreement is the full contract.
- A signed Offer to Purchase with the essential terms can itself be binding (McCarthy v. Tobin, 429 Mass. 84 (1999)).
- The Boston Fire Department requires at least 10 business days' notice for the smoke and CO inspection, so apply as soon as the P&S is signed.
- Vetstein Law Group describes a total deposit of 5% of the price as typical, though the amount is negotiable.
- A liquidated damages clause commonly lets the seller keep the deposit if the buyer defaults without a valid contractual excuse.
How does the P&S fit into a Massachusetts home sale?
It follows the accepted Offer to Purchase and builds on it. The Offer to Purchase establishes the price, deposit, proposed closing date, and contingencies, and a signed Offer to Purchase containing the essential terms can itself be binding (McCarthy v. Tobin, 429 Mass. 84 (1999)). The Purchase and Sale Agreement builds on it and adds the final closing date, the seller's obligations until closing, exact contingency terms and deadlines, the mortgage commitment date if the buyer is financing, which fixtures and personal property convey, title requirements, and default remedies.
Standard forms from the Greater Boston Real Estate Board and the Massachusetts Association of Realtors are a common starting point. One side's attorney prepares the first draft, the other reviews and proposes changes, and the back-and-forth happens before anyone signs.
What do you commit to as a seller when you sign the P&S?
You commit to the certificates, the condition, the title and the deadlines in the contract.
Smoke and carbon monoxide certificates. Massachusetts requires a fire department inspection of smoke and carbon monoxide alarms when a home is sold (M.G.L. c.148 §26F and §26F½). In Boston, the Boston Fire Department does these inspections. Its guidance asks sellers to apply as soon as the Purchase and Sale Agreement is signed, requires at least 10 business days' notice, and notes there is no guarantee of an appointment before closing. More detail is in the smoke and CO certificate guide for sellers.
Delivering the property as agreed. Purchase and Sale Agreements commonly require the seller to deliver the home broom clean and free of personal property that isn't conveying with the sale. Check the exact wording in the contract.
Clear title. The seller agrees to deliver the title the contract describes, free of liens and encumbrances other than those the contract allows. The seller's attorney typically handles mortgage payoffs and any outstanding liens.
Deadlines. If the contract says time is of the essence, the closing date and other deadlines are generally enforced as written. Missing one without a written extension signed by both parties can put a party in breach.
What do the attorneys negotiate before the P&S is signed?
The mortgage commitment date, the closing date, the deposit and what stays with the house. The mortgage commitment date. If the buyer is financing, the contract sets a date by which the buyer must obtain a written loan commitment or give notice to cancel. A seller generally wants that date as early as the buyer's lender can realistically meet, so the seller isn't left in limbo.
The closing date. The date has to work with the seller's own plans: a next purchase, movers, and any bridge financing.
The deposit. The Purchase and Sale Agreement usually calls for a larger deposit than the Offer to Purchase. Vetstein Law Group, a Massachusetts real estate law firm, describes a total deposit of 5% of the price as typical, though the amount is negotiable.
Inclusions and exclusions. If there's any question about what stays with the house, the contract is where it gets settled in writing.
What happens if the buyer walks away after signing the P&S?
The seller often keeps the deposit. Standard Massachusetts Purchase and Sale Agreements commonly include a liquidated damages clause: if the buyer defaults without a valid contractual excuse, the seller keeps the deposit as liquidated damages, typically as the seller's sole remedy. Massachusetts courts generally enforce these clauses when the amount was a reasonable forecast of damages at signing (Kelly v. Marx, 428 Mass. 877 (1999)). 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.
The reverse also applies. A seller who backs out without a valid contractual basis can face a buyer's lawsuit, including a claim for specific performance or damages.
What contingencies remain after the P&S is signed?
Usually the mortgage contingency. If the buyer is financing, the mortgage contingency usually remains after signing. It generally protects the buyer until a firm loan commitment is issued, provided the buyer acts by the dates in the contract. The home inspection contingency is often resolved before the Purchase and Sale Agreement is signed, with any repairs or credits negotiated in that window.
FAQ
What is the difference between the Offer to Purchase and the Purchase and Sale Agreement in Massachusetts?
The Offer to Purchase is the shorter first document that sets price, deposit, proposed closing date, and basic contingencies, and it can be binding once signed. The Purchase and Sale Agreement is the full contract, negotiated by attorneys, that adds seller obligations, exact contingency deadlines, title requirements, and default remedies. In a typical Massachusetts sale, both are signed.
When is the P&S signed relative to the accepted offer?
The Offer to Purchase sets a deadline for signing the Purchase and Sale Agreement, and the parties negotiate that date. The time in between is used for attorney review, the home inspection, and resolving inspection findings. Any extension should be in writing and signed by both parties.
Can a seller back out of a signed Purchase and Sale Agreement in Massachusetts?
Not easily, and not without legal risk. A seller who backs out without a valid contractual basis can be sued for specific performance or damages. A seller who wants out should talk with an attorney before taking any action.
What happens to the deposit if the buyer defaults after the P&S is signed?
If the contract includes a liquidated damages clause and the buyer defaults without a valid excuse, the seller generally keeps the deposit, often as the sole remedy. The exact terms depend on the contract language.
Does a Massachusetts seller need to attend the closing in person?
Not necessarily. Sellers often sign the deed and closing documents in advance with their attorney, and some use a power of attorney. A closing attorney, usually representing the lender, must take a meaningful part in a financed closing (REBA v. NREIS, 459 Mass. 512 (2011)), so the details are worth confirming with the attorney well before closing day.
The bottom line: the Purchase and Sale Agreement sets your obligations, deadlines and remedies, so understand its framework and have your attorney review it before you sign.
Sources
- Fletcher Tilton PC, "The Enforceability of an Offer to Purchase" (discussing McCarthy v. Tobin): https://www.fletchertilton.com/the-enforceability-of-an-offer-to-purchase/
- Boston Fire Department, smoke and carbon monoxide detector inspections: https://boston.gov/departments/fire-prevention/smoke-and-carbon-monoxide-detector-inspections
- Vetstein Law Group, Massachusetts Real Estate Law Blog, liquidated damages and deposits: https://massrealestatelawblog.com/tag/massachusetts-liquidated-damages/
- NAR legal case summary, Kelly v. Marx: https://www.nar.realtor/legal-case-summaries/kelly-v-marx-home-sellers-may-keep-buyers-deposit-even-though-they-suffered-no-damage
- Joseph Singer, Harvard Law School, on REBA v. NREIS: https://faculty.law.harvard.edu/joseph-singer/2011/04/26/massachusetts-supreme-judicial-court-requires-lawyers-for-the-lender-to-be-present-and-active-at-real-estate-closings/
- MLS Property Information Network (MLS PIN) via Repliers, September 2025 through August 2026 (Jamaica Plain, ZIP 02130)
Have questions? Let's connect.
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.
