Q: Purchase Agreement Lacks Execution Date: Force Execution or Seek Release of Contract with Pending Permit?
I am the seller in a purchase agreement that was signed over a year ago, but it lacks an execution date. According to the agreement, the Inspection Period ends 210 days from the Effective Date or upon the buyer's receipt of a wetlands disturbance permit from the Florida Department of Environmental Protection, whichever occurs later. The 210 days have passed, but the permit has not been received, and no extensions have been requested or granted under paragraph 11 of the agreement. After I sent a letter demanding execution or release, I was notified that the U.S. Army Corps of Engineers has been assigned to manage the permit application. How can I force execution or seek the release of this contract given the current circumstances?
A: The law generally provides that if a contract does not have a time frame, it is considered an "at will contract." Thus, you may be able to terminate the contract, however, we would have to review the terms of the contract to verify that is an option. Ultimately, the parties should likely execute a mutual release if the intention is to terminate the contract.
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