The Virginia Standard Purchase Agreement Explained, Paragraph by Paragraph

The Short Answer

The standard purchase agreement is the contract that turns an accepted offer into a binding deal. In Hampton Roads it's a long REIN form with roughly two dozen numbered paragraphs covering the price, the deposit, financing, the appraisal, title, the settlement date, repairs, what conveys with the house and what happens if someone can't perform. Once both buyer and seller have signed and delivered final written acceptance, the contract is "ratified," and nearly every deadline in the deal starts counting from that day.

This guide is part of my series on the documents you'll sign buying or selling a home in Virginia, which walks through the main forms in the order they show up. Every other document in the transaction either feeds into this contract or is attached to it as an addendum.

Where It Fits in the Transaction

Before the purchase agreement, buyers usually have signed a buyer brokerage agreement and sellers a listing agreement. Sellers have also prepared the Residential Property Disclosure Statement and any other required disclosures, which the buyer should receive before ratification.

After ratification come the deposit, the loan application, inspections under the Property Inspection Contingency Addendum, the appraisal, the title search and, finally, the walk-through and settlement. As a buyer's or listing agent, most of my job between ratification and closing is managing the deadlines this contract sets.

Ratification and the Deposit

A point that confuses a lot of people: ratification means both sides' final written acceptance of the contract and any counteroffers. It does not mean the contingencies are gone. You can be ratified and still be in the middle of your inspection period.

The deposit is generally due within two business days of ratification and is held by the escrow agent named in the contract under Virginia Real Estate Board rules. If there's ever a dispute over who gets the deposit, it isn't released on one side's say-so. It takes a written agreement between buyer and seller, a court order, or an interpleader, where the escrow agent asks a court to decide.

Financing: Applying, Good Faith and Loan Denial

When the purchase is financed, the buyer agrees to apply for the loan within seven days of ratification and to pursue it in good faith, which means returning the lender's requests, not changing jobs carelessly and not taking on new debt that sinks the approval.

If the loan is denied, the buyer has a short window, three days, to give written notice. Either side can then terminate and the deposit goes back to the buyer, as long as the denial wasn't caused by the buyer's own failure to act in good faith. Buyers who miss that notice window can put their deposit at risk, which is why I track it closely.

My guides to buyer closing costs in Virginia and seller concessions and lender credits cover the money side of financing, which the contract handles in its own paragraphs on concessions and costs.

The Appraisal Paragraph

How a low appraisal plays out depends on the loan type. With FHA and VA loans, federal rules mean the buyer isn't obligated to complete the purchase if the appraisal comes in below the contract price. With conventional loans and cash purchases, the contract gives the buyer a short window, three days, to decide: proceed anyway, try to negotiate, or terminate with the deposit refunded if the value comes in short.

This is one of the biggest places where an offer's wording matters. Appraisal gap language, escalation clauses and loan type all interact here. My guide on what happens after a low appraisal goes deeper.

Title, Deed and the Settlement Agent

The seller agrees to convey marketable, insurable title by general warranty deed, which is the strongest form of deed in Virginia. If the title search turns up a problem, the seller is generally responsible for clearing it.

The buyer has the legal right to choose the settlement agent. That's not a courtesy; it's in the law. Sellers sometimes suggest a title company, and that's fine, but the buyer gets the final say.

The buyer also chooses whether to order a survey or waive it. Keep in mind that a lender can require one regardless of what the buyer prefers.

The Settlement Date and Extensions

The contract sets a settlement date. It can be extended, by a default of 10 days, but only for two reasons: loan processing delays or title defects. A buyer who simply isn't ready, or a seller who hasn't found the next house, doesn't get an automatic extension. Those need a written amendment both sides sign.

Who Pays What at Closing

The contract divides the customary costs. The seller normally pays for preparing the deed, the grantor's tax and removing any title defects. The buyer normally pays for the title exam, title insurance, the survey, homeowner's insurance, prepaid items and recording. Seller concessions toward the buyer's costs are written into the contract when they're part of the deal.

For sellers, my guide to closing costs when selling a house in Virginia puts real numbers around these items.

Condition, Risk of Loss and the Repair Cap

The buyer accepts the property in its present condition, subject to any inspections the contract allows. But until settlement, the seller carries the risk of loss. If a storm damages the house before closing, that's the seller's problem to address, not the buyer's.

Then there's the repair "Cap." It's a dollar limit on certain seller-paid repairs, and if the blank is left empty it defaults to 1% of the purchase price. It covers appraisal-required repairs, the wood-destroying insect and moisture report and treatment, well and septic issues, and repairs needed for items that aren't working at the final walk-through. If those repairs cost more than the cap and neither side agrees to pay the difference, the contract ends and the buyer gets the deposit back.

Repairs negotiated during the home inspection are a separate bucket. Under the removal addendum, agreed inspection repairs usually don't count against the cap unless the parties agree otherwise in writing.

HOA and Condo Resale Certificates

If the home is in a property owners' association or condo association, the seller has to provide a resale certificate or disclosure packet with the governing documents, dues, assessments and any violations. The buyer can cancel within three days of receiving it. In Hampton Roads, where many newer Chesapeake and Virginia Beach subdivisions have an HOA, this paragraph matters on a lot of deals.

What Conveys With the House

The contract lists the items that stay with the home, such as appliances, window treatments and fixtures, with blanks to add or exclude specific items. If a buyer is counting on the TV mounts, a shed or the outdoor refrigerator, it should be written here, not assumed. The walk-through report later confirms the listed items are still there.

The Rest of the Contract

Brokerage relationships. Confirms who represents whom, including any dual agency consent.

Military air installation disclosure. For Norfolk, Virginia Beach and Chesapeake, the contract references the separate AICUZ noise and accident zone disclosure.

Mechanics' liens. Warns that a contractor or supplier can file a lien for unpaid work even after settlement, and has the seller warrant that all bills for work on the home have been paid.

Square footage. Square footage is approximate, and the contract disclaims reliance on it. Measure if it matters to you.

Default and attorney's fees. If one side breaches, the contract addresses remedies and generally lets the prevailing party recover attorney's fees.

Mediation. Disputes generally have to go to mediation before anyone files a lawsuit.

Non-assignment. The buyer can't assign the contract to someone else without the seller's consent.

Tax-deferred exchange. An optional paragraph where the parties agree to cooperate if one of them is doing a like-kind exchange.

What People Commonly Misunderstand

"We're ratified, so we're done." Ratification starts the clock. Inspections, financing and the appraisal still lie ahead.

"The deadlines are flexible." Many are written as "time is of the essence." A missed day can cost a buyer a contingency or a seller a remedy.

"The cap covers all repairs." It covers specific categories. Inspection repairs are negotiated separately.

My guide to offer strategy in a competitive market shows how sellers weigh these terms, and my guide to handling multiple offers covers it from the seller's side.

Frequently Asked Questions

When is the deposit due in Virginia? Generally within two business days of ratification, delivered to the escrow agent named in the contract.

Can a buyer back out after a low appraisal? With FHA or VA financing, the buyer isn't obligated to proceed. With conventional or cash, the buyer has a short window to proceed, negotiate or terminate with a refund.

Who chooses the title company? The buyer has the legal right to choose the settlement agent.

What is the repair cap? A limit on specific seller-paid repairs, defaulting to 1% of the price if left blank.

Let's Read It Together

I go through this contract with every buyer and seller before they sign, and I track every deadline after ratification so nothing slips. If you're getting ready to write or receive an offer, reach out to me, or read how I work as a buyer's agent and listing agent.

This article is general information about how these documents commonly work in Virginia, not legal advice. Forms are updated from time to time and every transaction is different, so read the version you're actually given and talk with a Virginia real estate attorney about legal questions.