contract question on a private sale

[khbritten]

Hi, everyone -

My wife and I are in the midst of buying a boat from a private party in British Coumbia, and the final stages are getting a little... well, interesting. We signed a contract and handed over a 10% deposit, pending acceptable survey. There was a clear contract closing date - one month after the signing. Well, since it took a while to get the surveys, and then the surveys found some rigging work that needed doing, the month has come and gone. The work has been done, but there is some question whether *all* of it has. So, the owner thinks that because the contract closing date has expired, we are in breach of contract and the deposit is forfeit no matter what. We would prefer to think that if the work was not done completely, then the owner is in breach of contract and the deposit should be returned. Surely there is a conventional way of dealing with such events - late work that goes beyond the original contract must happen all the time. Does anyone have any relevant experience or advice for us?

Thanks!

Ken

[MDRSAILMAN]

You failed to tell us if you really want this boat or not? If you do im sure you can work things out without little or no conflict. If you dont than its another story.

[Sailormon6]

A well-written contract should clearly specify the rights of each party if the boat does not pass survey. Because you are asking this question, I'm assuming that your contract does not clearly and unequivocally state whether or not the closing deadline is extended until the repairs are completed. If the contract is unclear as to what happens, then a judge might be able to read the contract, and "divine" from it's terms the "manifest intent of the parties."

If you are being represented by a broker in the transaction (not the seller's broker, but your broker), then your broker should take the lead in the negotiations. If not, then you should immediately take your written agreement to an attorney and ask him to negotiate the situation for you. A good lawyer might be able to either salvage the deal or get a partial refund of your deposit, but you need to get him on the job first thing tomorrow.

Good luck!

[sailingfool]

I think your ommission was in not pressing an addendum extending the closing date, prior to the closing date, with canceling the deal based on the survey as your bat. You choices now somewhat depend on what the contract provides. If you want to complete the deal, you should be able to get to common ground, if you don't want the boat now is a different matter. Your cards may be that if you end up with a dispute about the deposit you should be able to tie the boat up in a suit that would prevent selling it to another party...

Good luck, is greatly assisted by good contracts...

[khbritten]

Here's the outcome, for those who like happy endings. Sailingfool was right, our whole problem came from ambiguities in the hand-written contract. It got dramatic and expensive, with lawyers on both sides, but in the end we stayed out of court and got the boat for the price we offered, and the work was all done correctly. So, two lessons to learn from our experience - get a strong contract, no matter how much you like and trust the seller. It can't hurt. The other one is less obvious - our sale was saved by our hiring a documentation service (Marine Documentation Service in Anacortes - they are excellent!). For not too much money, they not only got the papers right, but also pointed us to other people to help the sale. These cross-border sales are complex, so don't be too proud to get help. The professional help not only got the paperwork right, but provided us negotiating leverage to make the sale work. And we love our boat!