Negotiated contracts can get messy. There may be multiple documents, an offer and a counteroffer, or the original offer may have multiple strike throughs and insertions. Buyers, sellers and lenders may want a “clean” or conformed copy of the final terms for ease of knowing the final terms. The purpose of the conformed contract is to create a legible version of the original agreement.
The Terms of the Original Contract Should Not Change.
A conformed contract is just a clean version of a valid, fully executed contract and should not change any of the terms of the contract. The date on the conformed contract should not change. It should be the same date as on the original contract, even though it is signed at a later date.
If one party refuses to sign the conformed contract, the parties would still have a binding agreement so long as the original contract was signed by the parties and delivered back to the party making the last offer.
The GAR Counteroffer Requires Parties To Sign A Conformed Copy
GAR Counteroffer Form F249 (at section D) specifically requires all parties to sign a conformed copy of the contract, if requested. As such, a party failing to do so would be in breach of contract. The Counteroffer form also requires Special Stipulation 622 which provides that if there are any conflicts between the original document and the conformed copy, the original agreement controls.
Counteroffer F249: D. Clean Copy of Agreement.
At any time prior to closing, either party if so requested by the other shall sign a conformed or “clean” copy of the Agreement combining the terms of Original Offer with the controlling and supplemental provisions of this Counteroffer into one (1) document, including initialing or signing, as the case may be, all exhibits. (Include SS622 Conformed Copy of Agreement in conformed or “clean” copy of Agreement)
SS 622 Conformed Copy of Agreement
Buyer and Seller acknowledge that the above Agreement is a conformed copy of an Agreement between the parties dated _______________________________________________. In the event of any conflict between this conformed Agreement and the original thereof, all parties agree that the original Agreement shall control.
What If There is No Counteroffer?
If there is no counteroffer, the requirement to execute a conformed contract is not included. A party can refuse to sign a conformed contract without being in default. If that happens, the original contract is still perfectly valid.
Can There Be Changes To The Original Contract in a Conformed Contract?
Changes and modifications to any contract are normally made by amendment. The conformed contract should reflect the original terms only. However, changes can be inserted into a conformed contract so long as the parties specifically acknowledge the changes and agree that the conformed contract takes precedence over the original contract. However, doing so can lead to disputes and confusion and it is not recommended. The better method is to write the conformed contract and then amend it.
Weissman, Seth. The Red Book on Real Estate Contracts in Georgia (pp. 126-129). BookBaby. Kindle Edition.
GAR F249 Counteroffer To or Modification of the Unaccepted Original Offer
GAR SS 622 Conformed Copy of Agreement
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