real-estate utah
Are we responsible for fixing items in a our home if we didn&#39;t sign an addendum?
<p>We are currently selling our home. Our real estate agent just sent us a list of items that are being requested from the buyer to &quot;fix.&quot; We rejected this list and got a response from the buyer threatening us to go to court over an email our real estate gave them with fixing items and prospective dates before we were under contract, that we had no idea was sent to the buyer.</p>
<p>Is an email from our real estate agent, before we were under contract, a binding contract for us to fix those items? For reference, this is a real estate deal in Utah.</p>

<h2>No, but ...</h2>
<p>Real estate contracts almost always contain “entire agreement” clauses that mean only those clauses in the contract are part of the contract.</p>
<p>However, it appears your agent (note the “your”) misrepresented the property by stating (in writing) that certain items would be repaired.</p>
<p>If that induced the buyer to enter the contract, then they have the right to rescind it - that is, walk away from the deal, you keep the house, they keep their money.  Or, affirm it and sue for damages. Recent <a href="https://www.herbertsmithfreehills.com/latest-thinking/what-use-are-entire-agreement-clauses-on-claims-for-pre-contractual-misleading-or" rel="nofollow noreferrer">case law</a> from the UK has found that entire agreement clauses are not always a shield against misrepresentation.</p>
<p>As far as the buyer is concerned, there is no difference between you and your agent: if your agent said it, legally, you said it. Between you and your agent, you are responsible if the agent was acting within the scope of their agency even if they made reasonable decisions that you don’t or wouldn’t agree with. Agreeing to fix items on a property to secure a sale is <em>probably</em> within the scope of the agency. It’s annoying and unprofessional that they didn’t tell you about it but it’s probably not a breach of their duty to you.</p>

<p><a href="https://realestate.utah.gov/forms/REPC_2008.pdf" rel="nofollow noreferrer">The state-mandated contract</a> states:</p>
<blockquote>
<ol start="14">
<li>COMPLETE  CONTRACT.  The  REPC  together  with  its  addenda,  any  attached  exhibits,  and  Seller  Disclosures  (collectively
referred  to  as  the  “REPC”),  constitutes  the  entire  contract
between  the  parties  and  supersedes  and  replaces  any and all
prior negotiations, representations, warranties, understandings or
contracts between the parties whether verbal or otherwise. The REPC
cannot be changed except by written agreement of the parties.</li>
</ol>
</blockquote>
<p>Emails are not part of the contract. This clause states what <em>is</em> in the contract. The buyers could have made a counteroffer (last page) and submitted a numbered addendum, but it seems they did not.</p>
