Deadlines in New Hampshire Purchase and Sale Agreements – Be Alert When Rights Ripen
New Hampshire real estate professionals would be well-served to take a closer look at the facts of J&C Properties v. Rayster Realty, 2026 N.H. 12. They may look familiar. We discussed the J&C Properties case in two recent posts, but one aspect of the opinion deserves more attention: deadlines in purchase and sale agreements.
Once a purchase and sale agreement is signed, clocks begin to run. The buyer often must complete title work, inspections, financing, and approvals. If those items do not come together, the agreement typically gives the buyer a choice: terminate the transaction or waive the contingency and proceed toward closing.
Sometimes the same event gives the seller options as well. A purchase and sale agreement may allow the seller to terminate if the buyer fails to secure financing by a stated deadline. In J&C Properties, that is exactly what happened.
The agreement gave the seller a choice if the buyer missed the financing deadline: terminate the agreement or proceed toward closing. When the buyer failed to demonstrate it had secured financing by the deadline, the seller’s right to terminate the agreement ripened at that moment.
The seller waited seven days to inform the buyer it wanted to terminate the agreement. Seven days was too long. Instead of promptly exercising their right to terminate the agreement, the sellers signaled a willingness to close through various cooperative emails addressing closing logistics. The Court ruled the seller lost the right to terminate the agreement and ordered the seller to complete the sale of the property to the buyer.
The same timing dynamic can appear on the buyer’s side. A financing contingency generally exists for the buyer’s benefit. If financing does not come together, the buyer often may walk away, but may instead choose to proceed with the transaction.
Leavitt v. Fowler, 118 N.H. 541 (1978), illustrates the point. There, the agreement did not make time of the essence and did not give the sellers the immediate right to terminate when financing problems arose. The buyers later obtained different financing and proceeded toward closing. The Court permitted them to do so because the financing contingency existed for the buyers’ benefit.
J&C Properties and Leavitt therefore illustrate different sides of the same principle. In J&C Properties, a missed deadline caused a termination right to arise in favor of the seller, but the seller lost that right through inaction. In Leavitt, no comparable termination right arose in favor of the sellers, and the buyers instead elected to proceed once financing came together.
Taken together, these cases show how rights under a purchase and sale agreement shift throughout the life of a transaction. Real estate transactions are dynamic. Events occur, deadlines pass, contingencies fail, and rights shift in response. Professionals need to recognize those moments and understand what legal consequences flow from action, inaction, or continued performance.
When a deadline passes, the parties should stop and consider whether the missed deadline changed their rights under the agreement. That moment calls for two immediate steps.
First, recognize what rights the missed deadline triggered. That step sounds elementary, but transactions move quickly. Emails are exchanged. Calls are made. The focus often remains on getting the deal to closing. In that flow, the significance of a missed deadline or failed condition can be overlooked.
Second, make a decision. Failure to decide can become a decision in fact. If a party acts as though the transaction is continuing, a court may later conclude the party chose to proceed or gave up the right to terminate.
The point is this: purchase and sale agreements define when rights may arise, but those rights are not self‑executing. A missed deadline does not speak for itself. Depending on what the parties do or fail to do next, a new right may come into existence, an existing right may disappear, or no right may arise at all.
For assistance with purchase and sale agreements, real estate and civil litigation, please contact Alfano Law at (603) 856-8411 or by filling out our Contact Form. The firm offers free or low-cost initial consultations for most matters.