The sale and purchase agreement, also known as SPA, is a legally binding contract between a buyer and a seller. It outlines the terms and conditions of the sale of a business or property. When done correctly, a SPA can help protect both parties and ensure a smooth transaction process. In this article, we will discuss what a sale and purchase agreement should include and why it is important.

1. The Basics

The first thing a SPA should include is the basic information about the transaction. This includes the names of the buyer and seller, the date of the agreement, and a description of what is being bought/sold. If it is a business, the SPA should include the assets being sold, stock being transferred, and any liabilities being assumed. If it is a property, it should include the address, legal description, and any conditions of sale (such as the inclusion of furnishings).

2. Payment and Financing

Another critical aspect of a SPA is how the buyer will pay for the purchase. The SPA should outline the total purchase price and how it will be paid (such as cash, financing, or a combination of both). If financing is involved, the SPA should specify the terms of the loan, including the interest rate, payment schedule, and any collateral required.

3. Contingencies

A SPA should also include contingencies that allow the buyer to back out of the deal if certain conditions are not met. For example, if the property inspection reveals significant damage, the buyer may need to be able to back out of the deal or renegotiate the price. Other common contingencies include the buyer`s ability to obtain financing, obtaining necessary permits if the purchase is for a business, and obtaining legal clearance if the property is subject to any liens or judgments.

4. Closing Details

Finally, the SPA should specify the details of the closing process. This includes the date and location of the closing, who will be present at the closing, and what documents will be signed. If there are any prorations of expenses or taxes, these should be spelled out in the SPA so that both parties understand their obligations.


In conclusion, a sale and purchase agreement is a crucial document that outlines the terms and conditions of a business or property sale. It helps ensure that both parties are protected and that the transaction proceeds smoothly. A well-drafted SPA should include the basic information about the transaction, payment and financing details, contingencies, and closing details. Make sure that the SPA is reviewed by a lawyer with experience in these types of transactions to ensure that it is legally binding and enforceable.