Liquidated Damages in Real Estate Purchase and Sale Agreements: Maximizing Client Recovery and Reducing Risk

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Tuesday, July 9, 2019

Recorded event now available

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This CLE course will discuss liquidated damages in real estate purchase and sale agreements, focusing primarily on commercial real estate purchase contracts that give the seller the right to the buyer's deposit as liquidated damages if the buyer breaches its obligation to purchase. The panel will address liquidated damages in a purchase and sale agreement (PSA) as both the exclusive and non-exclusive remedy, federal and state statutes that apply to these provisions, and practical negotiating and drafting considerations.


When a buyer breaches a real estate PSA and does not go through with the purchase, the seller often avails itself of the ever-present liquidated damages clause. But the courts’ interpretations and applications of these provisions vary widely from jurisdiction to jurisdiction.

Many courts have held that optional liquidated damages provisions are enforceable and let the seller choose its remedy.

And because the enforceability of these provisions differs from state to state, informed real estate practitioners must carefully consider jurisdictional and choice-of-law issues.

Listen as our authoritative panel of seasoned real estate transactional attorneys discusses liquidated damages in a PSA as both an exclusive or non-exclusive remedy, highlights federal and state statutes addressing these clauses, and provides practical guidance when negotiating and drafting a PSA.



  1. Liquidated damages as a non-exclusive remedy
  2. Applicable statutes addressing liquidated damages clauses
  3. Drafting enforceable liquidated damages clauses
  4. Misc. considerations and practical strategies


The panel will review these and other key issues:

  • How have courts in different jurisdictions interpreted and applied liquidated damages clauses?
  • What federal and state laws apply to liquidated damages clauses?
  • What are best practices for negotiating and drafting liquidated damages clauses?


Dunnagan, Keith
D. Keith B. Dunnagan

Managing Shareholder
BPE Law Group

Mr. Dunnagan’s clients largely consist of investors, developers, businesses, and professional services providers...  |  Read More

Hayhurst, Ren
Ren R. Hayhurst

Ren RH Legal Consultants

Mr. Hayhurst’s professional life has focused for over 30 years on all aspects of lender and borrower...  |  Read More

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