July 24th, 2017 at 10:59 am
Answer: Yes. Words that are capitalized in the RPA are specifically defined. Capitalized words, such as “Days,” “Days After,” or “Deliver” are specifically defined in paragraph 30 of the RPA. Their contract definitions are more elaborate than their dictionary meanings. In addition to words defined in paragraph 30, other words in the RPA are capitalized and set out in quotation marks (e.g. a blank line followed by the word “Buyer”). Every subsequent use of that capitalized word in the RPA is a reference back to what was previously set out.
Based on the above explanation, a word that is not capitalized arguably does not take on the specified meaning in paragraph 30 or elsewhere in the RPA. As an example, let’s say that a buyer writing an offer inserts “30 Days” for the inspection contingency. The seller’s counter offer stating that the inspection contingency shall only be “17 Days” arguably has a different meaning than “17 days.” The term, “Days” with a capital D, means calendar days, but the last day to perform an act required by the contract cannot fall on a Saturday, Sunday or legal holiday (see paragraph 30F). Alternatively, using “days” without capitalization is not specifically defined by the RPA. Of course, many people never pick up on this nuance, but it’s a good idea to be mindful of the capitalized words.
-Thank you to Ronald Goldhammer (Beverly Hills Office) for suggesting this week’s legal tip.
Copyright© 2017 Berkshire Hathaway HomeServices California Properties (BHHSCP). All rights reserved. Any unauthorized reproduction or use of this material is strictly prohibited. This information is believed to be accurate as of July 24, 2017. It is not intended as a substitute for legal advice in individual situations, and is not intended to nor does it create a standard of care for real estate professionals.
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