A purchase contract dispute usually begins with a deadline. The inspection period ends and the buyer's cancellation notice arrives a day late, or a day early but by the wrong method. The appraisal comes in low and the parties disagree about whether the financing contingency protects the buyer. Title turns up an unpermitted addition, an open code case or a boundary problem, and the seller says it can be cured while the buyer wants out. Or the seller gets a better offer and stops returning calls before closing.
At that point the deposit is usually sitting with a title company, an attorney or a broker, and both sides send demands. Sometimes the buyer wants more than the deposit: the property itself. These disputes are decided by the contract's exact wording and by a handful of dates, so the record needs to be assembled carefully.
1. Collect the complete, final contract
Gather the fully signed contract and every addendum, rider, counteroffer and amendment, including any that were signed electronically. Make sure you have the final version with all initials. Many disputes start because each side has a different "final" draft. Save the electronic signature certificates, which show who signed and when.
2. Build a calendar of every contract deadline
Write out the effective date and each deadline that flows from it: deposit due dates, inspection period, financing approval, appraisal, title review and cure periods, association approval, and closing. Check how the contract counts days, whether weekends and holidays extend a deadline, and what time of day a deadline ends. Then mark the date each relevant notice was actually sent.
3. Preserve every notice and how it was delivered
For each notice (cancellation, title objection, extension request, default notice), keep a copy and proof of delivery: the email with time stamp, the courier receipt, or the certified mail card. Compare the delivery method with the contract's notice clause. A notice that is correct on substance but sent to the wrong address or by an unapproved method can become the center of the case.
4. Gather the evidence behind each contingency
Keep the inspection reports, the lender's written communications and any loan denial, the appraisal, the title commitment and the survey, plus the seller's disclosures and association documents. For a financing dispute, the timing and content of the lender's statements matter most. For a title dispute, keep every exception, the objection letter and any response about cure.
5. Document the escrow
Get written confirmation of who holds the deposit, how much, and on what date it was received. Save every demand made to the escrow agent and its responses. Do not instruct the escrow agent to release funds without the other side's written agreement unless your lawyer has reviewed the contract.
6. Do not act on the property before getting advice
If you are the seller, think carefully before signing a new contract with a backup buyer while a dispute with the first buyer is live. If you are the buyer considering specific performance, keep proof that you were ready, willing and able to close: your funds, your loan commitment and your communications offering to close.
The Florida rules that matter
Broker escrow. When a broker holds the deposit, Florida's licensing law requires the broker to place it in escrow "immediately" upon receipt with a qualifying Florida title company or financial institution, or in the broker's own trust or escrow account (§ 475.25(1)(k)). A broker who has a good faith doubt about who is entitled to the funds, or who receives conflicting demands, must promptly notify the Florida Real Estate Commission and then promptly use one of the procedures the statute allows: requesting an escrow disbursement order from the commission, arbitration with all parties' consent, mediation with all parties' written consent, or a court proceeding such as interpleader (§ 475.25(1)(d)1.). Mediation "must be successfully completed within 90 days following the last demand," or the broker must use another procedure. Title companies and attorneys holding deposits are governed by different rules and by the escrow terms in the contract.
Lis pendens. A buyer suing for the property may record a notice of lis pendens, and an action "filed for specific performance or that is not based on a duly recorded instrument has no effect" on later purchasers unless a notice is recorded (§ 48.23(1)(b)1.). Where the claim is not founded on a duly recorded instrument, "the court shall control and discharge the recorded notice of lis pendens as the court would grant and dissolve injunctions" (§ 48.23(3)), and the notice generally expires one year after the action begins unless extended (§ 48.23(2)). Because a lis pendens can stop a sale, sellers and buyers alike should take it seriously.
Deadlines and fees. An action on a written contract generally must be brought within five years (§ 95.11(2)(b)). Most Florida form contracts include an attorney's fee clause, and if only one side is named, § 57.105(7) generally allows the court to award fees to the other party if it prevails instead.
“immediately”
§ 475.25(1)(k)
“filed for specific performance or that is not based on a duly recorded instrument has no effect”
§ 48.23(1)(b)
Your checklist
- Collect the final signed contract, every addendum and the e-signature certificates.
- Write out every contract deadline and the date each notice was actually sent.
- Keep proof of delivery for each notice and compare it with the notice clause.
- Save the inspection, lender, appraisal, title and survey records.
- Get written confirmation of the deposit amount, holder and receipt date.
- Hold off on new contracts, releases or demands until counsel reviews the file.
- If you want the property, document that you were ready to close.
How we handle these cases
We start by rebuilding the contract timeline, because most deposit disputes are decided by whether a notice was timely and proper. Then we look at the remedy that makes sense: return of the deposit, release to the seller, damages or specific performance. We draw on our own experience buying, financing and developing property in South Florida, and we handle these disputes throughout Florida. Meetings are by appointment only. Call 305-748-3789 to schedule a time to talk.
This article is general information, not legal advice for your situation. Reading it does not create an attorney-client relationship. Past results do not guarantee a similar outcome.