Can a seller ditch verbal maintenance credit promises at the last minute?

Hello Emmit, Short Answer: All your rights in the transaction are in writing in your contract. I would never advise a "verbal agreement". Folks can forget the next second, and verbal agreements are hard to prove and enforce. Feel free to call or text with any other questions. Jerry McManus Keller Williams, Sewell, NJ

Allowed, unfortunately, in most cases - and the reason is the same reason it keeps happening. A verbal agreement about real property generally isn't enforceable, and commercial purchase agreements almost always contain an integration clause saying the written contract is the complete agreement and supersedes anything discussed beforehand. So the promise made before escrow usually has no contractual force once the document is signed without it. That's the bad news. Here's the part that matters more. Your leverage isn't the promise. It's the due diligence period. In a commercial transaction, that period exists precisely for this: you investigate, you find problems, and you decide whether to proceed, renegotiate, or terminate. If your due diligence window is still open, you hold real power right now - usually the right to walk and recover your deposit, which is exactly the leverage that makes a seller reconsider zero credits. So the first question isn't whether the promise was binding. It's: where are you in the due diligence period, and what does your contract say you can do while it's open? Read that section today. How I'd use it. Put the findings in writing, with the inspection reports and, where it matters, contractor estimates attached - real problems becomes much more persuasive as documented scope and cost from a third party than as a characterization. Make a specific written request - a price reduction, a credit, or repairs completed before closing with proof - rather than reopening the original conversation, because sellers reject vague asks reflexively. State your position on proceeding plainly and without theatrics; if you'd terminate rather than close without an adjustment, say so once, factually, inside the window. And consider that a price reduction is often easier for a seller to accept than a credit, since credits can affect their lender's view of the deal and sometimes the appraisal. Same economics, less friction. If the due diligence period has already closed, your position is considerably weaker, and that's worth knowing honestly. You'd be looking at whatever the contract's remaining contingencies allow, and at a lawyer's read on whether anything rises to misrepresentation - which is a high bar and depends on what was disclosed rather than what was promised. The lesson for the rest of this deal, and every one after it: nothing counts until it's in the contract or a signed amendment. If you reach a new agreement now, get it executed as an amendment before you release a single contingency. In commercial transactions the handshake genuinely does not survive the paperwork, and people learn that exactly once. I'm a real estate broker, not an attorney, and I'm licensed in Alabama rather than Georgia. On a commercial deal with money at stake, have a Georgia commercial real estate attorney read your contract and your due diligence dates this week - that's a normal cost of a commercial transaction, not an escalation. Dustin Woodley, Camelot Properties, LLC - serving Montgomery, Prattville, Millbrook, Wetumpka, Pike Road, Auburn, Opelika, Lake Martin and the Tri County River Region area.

If the maintenance credits were only discussed verbally and never incorporated into the signed purchase agreement or another written amendment, your position is unfortunately much weaker. In most real estate transactions, you want important terms like credits, repairs, or price adjustments **in writing and signed by the parties**. That doesn't necessarily mean the verbal conversation is completely irrelevant. Emails, texts, listing communications, meeting notes, or other documents might provide evidence of what was discussed and what both parties understood. But whether a verbal promise is enforceable depends on the specific facts and Georgia law. I'd go back through **every communication and document** from the transaction. If the seller or their agent acknowledged the credits in writing anywhere, preserve it. Also document what your due diligence actually uncovered and obtain estimates for the repairs. Because this is a commercial transaction, I'd be especially careful about assuming residential real estate rules apply. Have a **Georgia commercial real estate attorney** review the purchase agreement, due-diligence provisions, and communications before you threaten legal action or walk away. You may still have leverage if your due-diligence period or other contractual provisions give you rights to terminate or renegotiate based on what was discovered. If those contingencies have expired, however, your options may be much more limited. For future transactions, I would never rely on a verbal agreement for a significant credit. If the seller agrees to a $10,000 credit, for example, get it documented in a signed amendment **before relying on it or proceeding past an important contingency deadline**. So the short answer is: the seller may be able to withdraw a verbal promise, but don't assume you're automatically without recourse. **Your contract, your due-diligence rights, and whatever written evidence exists are the things I'd have an attorney examine immediately.** Juan Picos Real Estate Agent JohnHart Real Estate

If the maintenance credits were only discussed verbally and were never included in the purchase agreement or another signed document, your options may be limited. Real estate contracts, especially commercial transactions, generally rely heavily on what was actually put in writing. That said, I wouldn’t assume you have no leverage. The terms of the purchase agreement, due diligence provisions, inspection contingencies, emails, texts, and other communications may all be relevant. If the seller made representations that you relied on when entering the transaction, there could potentially be legal issues depending on the circumstances and the laws in your state. Since this involves a commercial property and potentially significant money, I would have a real estate attorney review the contract and your communications before you decide whether to proceed, renegotiate, or terminate. I also wouldn’t rely on a verbal promise at this stage—any credit or concession should be documented in a signed amendment to the agreement. Juan Picos Real Estate Agent JohnHart Real Estate

Generally, a verbal promise may be difficult to enforce if the maintenance credit was never included in the written agreement. However, you may still have leverage depending on what was represented, the due-diligence findings, and the terms of your purchase contract. Before walking away or accepting zero credits, have a real estate attorney review the agreement and any communications documenting the seller’s promise.

Hi Emmett, in commercial real estate, verbal agreements regarding maintenance credits or purchase price adjustments are generally unenforceable once escrow closes or contracts are finalized. Under the legal principle known as the Statute of Frauds, contracts for the sale of real property and any material modifications to them, must be in writing and signed by the parties to be legally binding. Because the agreement was made verbally before entering escrow and was never formally memorialized in a written purchase agreement, repair addendum, or escrow instruction, the seller is not legally obligated to honor that prior verbal promise. From a strictly legal standpoint, the seller is within their rights to present formal terms that include zero credits, as only written terms carry legal force in real property transactions. However, even without a written agreement for the credits, you still retain significant practical leverage as the buyer while you are in the due diligence period. Real estate purchase contracts typically include explicit due diligence, inspection, or financing contingencies that allow buyers to investigate the physical condition of the property and terminate the transaction if unaddressed issues are uncovered. Because your physical inspections revealed material defects, you can submit a formal written Request for Repair or Credit Addendum demanding the negotiated maintenance credit or price reduction based on those findings. If the seller refuses to sign the written addendum, your primary leverage is your contractual right to cancel the purchase agreement during the contingency window, receive a full refund of your earnest money deposit, and walk away from the deal. Commercial sellers are often reluctant to let a serious deal fall through over necessary repairs, especially when those defects must now be disclosed to future prospective buyers -giving you strong negotiation positioning to either secure the credit in writing or protect your investment by walking away.

Frustrating, but yes, he can. Verbal promises about money rarely bind anyone in a real estate deal, Emmett, since these agreements generally have to be in writing to be enforceable. Chasing him over what he said isn't where your leverage lives. Your leverage is the due diligence clause you're sitting inside right now. On most commercial contracts that period lets you walk and take your deposit with you, which puts the credits back on the table as long as the clock hasn't run out. Find that expiration date before you do anything else today. Then put the ask in writing as an amendment, tied to what your reports actually turned up. A seller who shrugged off a conversation often hears a written notice differently. Have a Georgia commercial real estate attorney read the contract before that date passes. My license is in California, so the local specifics belong with someone licensed there. Alla Novytska, Realtor®, JohnHart Real Estate, DRE #02254775

Emmett, yes, the seller can withdraw the promised credits if the agreement was only verbal. In Georgia, an agreement affecting the terms of the purchase needs to be in writing. A verbal promise that the seller will provide maintenance or repair credits can be difficult to enforce if it was never incorporated into the contract or a signed amendment. This doesn't necessarily mean you don't have leverage. Go back to your purchase agreement and look at your due diligence provisions. If you are still within the due diligence period, you may have the right to terminate, renegotiate the purchase price, request a formal credit, or require another resolution depending on the language of your contract. The problem uncovered during due diligence is important because they materially change the economics of the property, and you can tell the seller: These conditions were not reflected in the price we agreed to, so either we renegotiate, or I exercise whatever rights remain under the contract. Also preserve every email, text message, inspection report, proposal, and communication involving the promised credit. Even if you believe the agreement was entirely verbal, there could be written communications that help establish what was discussed. The biggest issue is timing. Do not let a due diligence or termination deadline expire while negotiating the credit. Once your contractual protections expire, your bargaining position can change dramatically. Because this is a commercial transaction and the amount at stake could be significant, I would have a Georgia commercial real estate attorney review the contract before waiving contingencies or proceeding to closing. Remember, if it's not in writing, it usually can't be enforced. Brenda Ashby | REALTOR® | JohnHart Real Estate | DRE License # 01700249

Emmett, as they say, get it all in writing as verbal tends to be hard to prove. Keith Jean-Pierre Managing Principal The Dapper Agents Real Estate Operations in ALL 50 States

Emmett, the uncomfortable answer first: in Georgia a contract for the sale of land has to be in writing and signed to be enforceable, under O.C.G.A. 13-5-30. A verbal promise of maintenance credits made before you went into escrow is almost certainly not enforceable, and chasing it is the wrong fight. Your leverage is not the promise. Your leverage is your due diligence period, and it is running out while you think about this. Here is the reframe that matters. In most commercial purchase agreements the due diligence period lets the buyer terminate for any reason or no reason at all and get the earnest money back. If that right is still alive, it is worth far more to you right now than the verbal promise ever was, because it means you can walk with your money. So the very first thing to check, today, is the exact date your due diligence period expires and whether your earnest money is still refundable or has already gone hard. Everything else depends on that one date. While it is still alive, stop arguing about what was said and put it in front of him as a document instead. Deliver a written amendment that states the credit amount, attach the third party reports that found the problems, and attach two actual contractor bids so the number is not something you made up. Then give it a signature deadline that sits before your due diligence expires. The message is not "you promised." The message is: here is what the reports found, here is what it costs, here is the amendment, sign it by this date or I terminate. That is a real choice for him, and it is the only kind of pressure that works once the verbal promise is off the table. A couple of things to be ready for. Almost every commercial contract has an integration clause, sometimes called a merger clause, which says the written agreement is the entire agreement and that prior discussions do not survive it. That clause is exactly why "but he told me" goes nowhere, and his attorney will point to it in the first sentence. Expect it and do not build your position on the conversation. Also, argue it in his language rather than yours. On a small commercial building, deferred maintenance is not a feelings issue, it is a net operating income issue, and therefore a value issue. The reports you paid for now exist. Any buyer who comes after you is going to find the same problems and ask for the same thing, and pointing that out calmly does more than telling him he went back on his word. I am a real estate professional and not an attorney, and Georgia commercial transactions really are attorney territory. Given that you have a hard deadline in front of you, get a Georgia real estate attorney to read your due diligence and termination language now rather than next week. That call is the highest value hour you will spend on this deal. You are in Savannah and I work the South Bay and Palos Verdes side of Los Angeles, so I am not the person to represent you locally. If it helps, tell me and I will connect you with a Savannah commercial agent and an attorney who handles this kind of file. I am Zoltan Peresztegi, and I would treat your calendar as the real asset here, not the conversation you had. Zoltan