Contract

TXR 1802 — Commercial Contract - Unimproved Property

This is the standard Texas REALTORS purchase and sale contract for unimproved (vacant) commercial real property. It is designed for land without buildings or significant improvements, and includes a unique sales price adjustment provision based on survey area calculations (per square foot or per acre of total or net area, with a termination right when the adjustment exceeds a stated percentage). The form covers sales price, financing, earnest money, feasibility period with independent consideration and an optional extension, title policy and survey, property condition and inspections, seller-delivered property information, ground leases and tenant estoppel certificates, broker representation and fees, closing, possession, prorations, default remedies, condemnation, escrow, material-facts disclosure, notices, dispute resolution, and addenda. Seller and Buyer each sign on page 14 (up to two signatories per side with printed name and title); page 15 carries the Agreement Between Brokers (used only when Paragraph 9B(1) is selected), the attorneys' contact block, and the escrow receipt the title company completes.

Source: TXR

Form Number: 1802

Category: Contract

Revised: July 8, 2022

Used For

Commercial Sales, Vacant Land

Form Outline

The TXR 1802 form is organized into the following sections:

1. PARTIES
Identifies seller and buyer as the contracting parties and establishes the agreement to sell and purchase. Each party has two name lines plus address, phone, e-mail, mobile and fax/other.
2. PROPERTY
Describes the unimproved property and what is conveyed with it: rights, privileges and appurtenances (including Seller's interest in minerals, utilities, adjacent streets, strips, gores and rights-of-way), leases, rents and security deposits, and licenses and permits. Exceptions, reservations or restrictions go in Paragraph 12 or an addendum; mineral reservations need an addendum.
3. SALES PRICE
Establishes the sales price as the sum of the cash portion at closing and any financing amounts (the paper prints the sum in 3A(3) — it is calculated, never typed), and whether the price is adjusted to the area shown by the survey obtained under Paragraph 6B: a price per square foot or per acre of total or net area, and a termination right if the adjustment exceeds a stated percentage.
4. FINANCING
Defines how the buyer will finance the portion of the sales price under 3A(2): third-party financing (contingent or not), loan assumption, or seller financing — each on the Commercial Contract Financing Addendum (TXR-1931). Check every kind that applies.
5. EARNEST MONEY
Requires buyer to deposit earnest money within 3 days of the effective date, with provisions for an additional deposit and interest-bearing accounts.
6. TITLE POLICY AND SURVEY
Establishes title insurance and survey requirements (no UCC search on the unimproved contract), including deadlines for delivery, buyer's right to object, and seller's optional 15-day cure period.
7. PROPERTY CONDITION
Establishes property acceptance, the buyer's feasibility period with independent consideration for unrestricted termination rights, the optional feasibility extension, inspection rights and obligations, seller's duty to deliver property information (a shorter list for unimproved land), and restrictions on seller's operations pending closing.
8. LEASES
Governs the assignment of existing (ground) leases to buyer, restricts seller from modifying leases without consent, requires disclosure of lease issues, and mandates tenant estoppel certificates.
9. BROKERS
Identifies both brokers (the Principal Broker — the broker with the commission agreement with Seller — and the Cooperating Broker, who represents Buyer), the Principal Broker's representation, and the fee arrangement: by separate agreement (complete the Agreement Between Brokers on page 15) or specified here. The Principal Broker block is the seller side; the Cooperating Broker block is the buyer side.
10. CLOSING
The closing date is the later of the option chosen in 10A(1) and 7 days after objections are cured or waived. Details seller's and buyer's closing deliveries (no bill of sale on the unimproved contract).
11. POSSESSION
Seller delivers possession at closing and funding; unauthorized pre- or post-closing possession creates a tenancy at sufferance. No blanks.
12. SPECIAL PROVISIONS
Provides space for custom terms that take priority over conflicting provisions elsewhere in the contract. If special provisions are in an addendum, identify it here and in Paragraph 22D.
13. SALES EXPENSES
Allocates closing costs between seller (lien releases, deed preparation, half escrow fee) and buyer (loan costs, recording fees, flood insurance, half escrow fee). No blanks.
14. PRORATIONS
Prorates taxes, rents, and expenses through the closing date, assigns rollback tax responsibilities, and requires seller to transfer security deposits and advance payments to buyer at closing. No blanks.
15. DEFAULT
Defines remedies for buyer default (seller keeps earnest money as liquidated damages, plus specific performance if the box is checked), seller's inability to perform, and seller default.
16. CONDEMNATION
Addresses condemnation proceedings commenced before closing (buyer may terminate or appear and defend, electing who receives the award). Unlike TXR 1801 there is no casualty-loss paragraph. No blanks.
17. ATTORNEY'S FEES
Allows the prevailing party in litigation to recover attorney's fees and costs; survives contract termination. No blanks.
18. ESCROW
Governs escrow procedures including earnest money application at closing, demand and dispute procedures, 1031 exchange cooperation, and title company liability release.
19. MATERIAL FACTS
Requires seller to disclose known material defects either through the Commercial Property Condition Statement or the 10-item representation in Paragraph 19B (no improvements item on the unimproved contract).
20. NOTICES
Establishes written notice requirements with multiple delivery methods and optional e-mail consent for each party.
21. DISPUTE RESOLUTION
Requires good-faith negotiation followed by mediation before arbitration or litigation; survives termination. No blanks.
22. AGREEMENT OF THE PARTIES
Contains standard legal provisions including binding effect, governing law, severability, the addenda checklist, and whether Buyer may assign the contract.
23. TIME
Declares time is of the essence with a business-day extension for deadlines falling on weekends or bank holidays. No blanks.
24. EFFECTIVE DATE
The effective date is the date the title company receipts the fully-executed contract — it is written by the title company in the Escrow Receipt on page 15 (see that section). No blank in this paragraph.
25. ADDITIONAL NOTICES
Compiles required statutory notices covering title, utility districts, water service, coastal property, ETJ annexation, broker limitations, water levels, PIDs, and the license holder disclosure (no lead-paint or mold notices on the unimproved contract).
26. CONTRACT AS OFFER
The first party's execution is an offer that lapses at 5:00 p.m. (in the Property's time zone) on the stated date.
SIGNATURES (page 14)
Seller and Buyer each have two signatory blocks: the party name, a "By:" line for the person or entity signing on the party's behalf, the signature line (placed as an e-sign tab), printed name, and title.
AGREEMENT BETWEEN BROKERS (page 15)
Use only if Paragraph 9B(1) is selected: the Principal Broker agrees to pay the Cooperating Broker a fee out of the Principal Broker's fee, and both brokers sign. The broker signature lines are e-sign tabs placed only when this agreement is filled in.
ATTORNEYS (page 15)
Contact information for each party's attorney and which copies of documents, notices, and other information each attorney requests. Each side's block is filled by that side.
ESCROW RECEIPT (COMPLETED BY THE TITLE COMPANY)
The title company acknowledges receipt of the executed contract (that date is the effective date) and of the earnest money, and identifies itself, the closer and the file number. Completed by the title company when it receipts the contract — agents leave this entire section blank.

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