Amendment to Purchase and Sale Agreement
(CA)

This amendment to purchase and sale agreement template is for use as a reference in drafting an amendment for a particular real property purchase and sale agreement. This template includes practical guidance, drafting notes, and an alternate clause. This template incorporates California law and should be used in conjunction with the Commercial Purchase and Sale Agreement (Long Form) (CA) template. The frequency of amendments to purchase and sale agreements often varies with market conditions, for example, amendments are more common in a slow market. Parties will often agree to an amendment given the investment in a transaction and the lack of motivation to shop a deal elsewhere. It is important to note that in this template additional factual matters have been added to the basic transaction detailed in other examples simply in order to create hypothetical conflicts that require resolution, and, therefore, the preparation of an amendment. In preparing an amendment counsel should first ensure that the essential elements of the amendment have been well thought out and agreed upon by the parties. This is a compelling reason for taking an extra few minutes after a negotiating session to recap the parties' stipulations. Next, counsel should review the underlying purchase and sale agreement and determine which sections of that agreement require revision. A set of amendments often triggers the need for revisions to portions of the agreement that initially appeared to have little or no bearing on the subject matter of the amendment. An amendment must complement the agreement it is amending such that the two instruments create a seamless, unified picture of the proposed transaction as the parties see it. For additional guidance on purchasing and selling commercial real property in California, see Purchasing and Selling Commercial Real Estate Resource Kit (CA).