Thursday, October 15, 2009

This is confusing.

I represent the buyers in a potential short sale. Their contract is contingent upon the approval of the short sale offer by the sellers' lender. Pretty common right?

Well, there is a rider attached to the contract titled "Short Sale Form - Purchase and Sale Contract." It was apparently drafted by the Chicago Association of Realtors and is specific to short sale deals. It contains a drop-dead date by which the lender must approve the price, or we can declare the contact null and void.

The rider also contains the following sentence: "Buyer and Seller acknowledge and agree that all deadlines under the Contract shall begin to toll from the date Seller delivers written notice to Buyer that the Contract has been approved by the Lender."

On first glance, this appears to say that the deadlines shall begin to RUN when the contract is approved by the lender. That way the attorney review period, the inspection period, etc., do not start until we know that we actually have a deal.

However, upon closer review, it says that the deadlines shall begin to TOLL upon approval by the lender. What in hell does that mean? Black's Law Dictionary defines toll as "to stop the running of; to abate." As in, to "toll the statute of limitations." So, the sentence basically says that the deadlines shall BEGIN TO STOP upon approval by the lender. I don't think that makes any sense.

That is why I hate legalese. I try to avoid the wheretofores, heretofores, the parties of the first part, etc., in my writing. Why not just write it in plain language so that everyone can understand it?

4 comments:

Donald Trump said...

Mike, why don't you just attorney modify the sentence with the Seller's attorney (or Seller) to read "run." I'd cross it out, write "run" and have both attys (or parties) initial. Or you could do it w/ a letter.

I bet what happened is the Einstein who drafted the form had a sentence that read something like "the time limits under the contract shall toll until approval of the lender..." and changed it but left to the current sentence but accidently left in toll, which I agree with you makes no sense.

Michael W. Huseman said...

Yep. I already modified it.

Thanks Mr. Trump. I'm surprised that you still read this blog after I called you an idiot last year.

http://www.northernlawblog.com/2008/04/donald-trump-is-idiot.html

Donald Trump said...

Michael, I read this blog because of your A+ legal insight and wit! You can call me an idiot, just no comments on my hair...

cedwards said...

I agree with your "this is confusing" point. My best friend is an employee of the Chicago Sun Times and with their recent bankruptcy matters she received a book of legal jibberish in the mail concerning company policy changes. She understood nothing.