Most California home sales close through escrow with no lawyer involved, and for routine deals, that works. A real estate transaction attorney belongs in the deals that are not routine: no broker, seller financing, commercial or industrial property, disclosure problems, or title surprises.
VK Law handles residential, commercial, and industrial purchase and sale transactions across California, and runs broker-less deals directly from contract through recording. For a free consultation, call 877-780-4727.
More about Real Estate Purchase & Sale
What Does a Real Estate Transaction Attorney Do?
They draft and negotiate the purchase agreement, review the disclosure package and preliminary title report, manage the contingency calendar, prepare deeds and closing documents, and coordinate how title is vested with the buyer’s estate plan. Escrow protects the mechanics of a sale, not your legal position — escrow follows instructions and does not negotiate the agreement. California does not require a lawyer to buy or sell a home, which is why the question is really about which deals are not routine.
Key Takeaways
- The purchase agreement is where deals are won or lost; escrow only carries out what it says.
- Sellers of most homes owe a statutory disclosure package, and incomplete disclosure is the seed of most post-closing lawsuits.
- Under Civil Code section 1675, a liquidated damages amount at or below 3 percent of the purchase price is presumed valid; above 3 percent it is presumed invalid.
- That 3 percent rule applies only to dwellings of four or fewer units that the buyer intends to occupy.
- How you take title at closing has probate and tax consequences that outlast the deal.
When a Deal Needs a Transaction Attorney
- No broker. In a direct sale, nobody is preparing the contract, disclosures, or timeline: we run the transaction end to end from contract through recording.
- Seller financing or unusual terms. Carryback notes, lease-options, and instalment contracts need drafting, not forms.
- Commercial and industrial property. Letters of intent, due diligence, tenant and title review, and entity-level questions.
- Disclosure or condition problems. Known defects, unpermitted work, or a dispute already brewing.
- Family and co-ownership transfers. Sales between relatives, buyouts between co-owners, and purchases structured as tenancy in common.
The Paper That Runs the Deal
The purchase agreement controls everything that follows: the contingencies and when they expire, the deposit and whether it is truly at risk, repair and credit mechanics, closing dates, and what happens when someone does not perform.
Escrow follows instructions. It does not negotiate the agreement, and it will not tell you that a term is unfavourable. We review and negotiate the agreement before signature, keep the contingency calendar honest, and paper the amendments that every live deal accumulates.
Disclosures and Title
California requires sellers of most residential real property to deliver a statutory disclosure package covering the property’s condition and known problems: the Transfer Disclosure Statement framework in Civil Code section 1102 and the sections that follow. Incomplete or optimistic disclosures are the seed of most post-closing lawsuits, on both sides.
Title matters just as much: what exceptions the title report carries, and how the buyer takes title at closing. Vesting is an estate-planning decision — joint tenancy, tenancy in common, community property, or a living trust each behave differently at death. Our guide to property title and estate planning explains why many buyers close directly into their revocable living trust, or deed the property into one right after closing. Our deeds page covers the instruments themselves.
The Contingencies That Matter
Contingencies are the buyer’s exit ramps, and the seller’s calendar of risk. The ones that decide deals: inspection, the broadest in practice, since a general right to renegotiate or leave while it lasts; loan and appraisal, the financing reality; title, the exceptions the buyer must live with; and sometimes the sale of the buyer’s current home.
In standard California practice, contingencies are removed actively and in writing: until they are, the deposit is generally protected, and once they are, it is generally exposed. Managing that clock is most of what protects a party in escrow.
When Deals Fall Apart: What Happens to the Deposit
Failed deals fight over two things: the deposit and the property itself.
Standard California residential forms pair a liquidated damages clause — making the deposit the seller’s remedy — with the contingency record. Civil Code section 1675 then sets the outer limits, and it works as a burden-shifting rule rather than a hard cap:
| Amount actually paid as liquidated damages | Effect under Civil Code section 1675 |
| Does not exceed 3 percent of the purchase price | The provision is valid to the extent payment was actually made, unless the buyer establishes the amount is unreasonable |
| Exceeds 3 percent of the purchase price | The provision is invalid unless the party seeking to uphold it establishes the amount is reasonable |
Two limits are worth knowing. Section 1675 applies only to “residential property,” which the statute defines as a dwelling containing not more than four residential units where, at the time the contract is made, the buyer intends to occupy the dwelling or one of its units as their residence. Investment purchases and commercial deals fall outside it. And the clause must also satisfy the separate formal requirements in Civil Code sections 1677 and 1678 — a liquidated damages provision that is not properly presented and signed may fail regardless of the amount.
The statute also requires the seller to make reasonable efforts to mitigate damages arising from the default, and a special rule applies to the initial sale of newly constructed attached condominium units in structures of ten or more units.
On the other side, because land is legally unique, a wrongly jilted buyer can sometimes sue for specific performance — a court order forcing the sale through. Notices to perform, cancellation demands, and the escrow paper trail are where these disputes are won, long before anyone files.
Commercial and Industrial Transactions
Business property adds layers: entity structuring, lease and estoppel review, environmental questions, and financing conditions. We coordinate with our California business law practice so the entity, the loan, and the deed all agree with each other.
Escrow, Step by Step
For buyers and sellers doing this without a broker, the sequence matters: open escrow and wire the deposit; deliver and review the disclosure package; obtain and examine the preliminary title report; run inspections and negotiate repairs or credits; remove contingencies in writing; sign closing documents; fund; and record. Ownership changes when the deed hits the county record, not when the papers are signed. We run this timeline end to end for clients in broker-less deals.
Purchases and Sales in San Mateo and on the Peninsula
Our office at 15 North Ellsworth Avenue, Suite 105, San Mateo, CA 94401 handles transactions across the Peninsula, and deeds record with the county recorder for the county where the property sits.
Two local realities shape this work. Peninsula prices make the 3 percent figure large in absolute terms — on a typical local sale it is a substantial sum, which is why the contingency record and the removal paperwork deserve more attention than they usually get. And vesting decisions carry unusual weight here, because a property tax basis and a step in the chain of title are both harder to unwind at these values than the closing-day paperwork suggests.
Details about the office are on our San Mateo page.
How We Help
We draft and negotiate purchase agreements, manage escrow and title review, prepare deeds and closing documents, structure broker-less transactions, and coordinate vesting with your estate plan. When a closed deal turns into a dispute, our litigation side takes over.
Purchase and sale work is part of our broader California real estate practice, and connects to our land use work where a buyer plans to build or change the use.
To talk with VK Law about a purchase or sale, call 877-780-4727. The consultation is free.
This page provides general information about California law and is not legal or tax advice; reading it or contacting the firm does not create an attorney-client relationship. Statutes are amended from time to time and should be confirmed against current text. Every situation is different, and prior results do not guarantee a similar outcome.
Reviewed by Alan D. Khalfin, Partner and Managing Attorney, Vaksman Khalfin, PC (admitted in California). Last reviewed: 08/28/2026
Frequently Asked Questions
No. California does not require one, and most routine sales close through escrow with brokers on both sides. An attorney earns their place in the deals that are not routine: no broker, seller financing, commercial or industrial property, disclosure or condition problems, family transfers, or a title surprise.
Escrow is neutral and follows instructions. It holds funds, prepares closing documents, and records the deed — but it does not negotiate the purchase agreement, tell you a term is unfavourable, advise on how to take title, or press the other side on disclosures. Those are the places where a deal is actually won or lost.
Yes. In a broker-less deal we prepare and negotiate the purchase agreement, assemble and review disclosures, manage the contingency calendar, coordinate escrow and title, and prepare the deed and closing documents.
Sellers of most residential real property must deliver a statutory disclosure package covering the property's condition and known problems, built on the Transfer Disclosure Statement framework in Civil Code section 1102 and the sections that follow. Incomplete or optimistic disclosure is the most common source of post-closing litigation.
It usually turns on the contingency record and on Civil Code section 1675. Where the amount actually paid does not exceed 3 percent of the purchase price, the liquidated damages provision is valid unless the buyer establishes it is unreasonable. Where it exceeds 3 percent, it is invalid unless the party seeking to uphold it establishes it is reasonable. The seller must also make reasonable efforts to mitigate.
No. Section 1675 applies only to residential property — a dwelling of not more than four units where, at the time the contract was made, the buyer intended to occupy it or one of its units as their residence. Investment and commercial purchases fall outside it, and the clause must also meet the separate requirements in sections 1677 and 1678.
While a contingency is still in place, generally yes — the inspection, loan and appraisal, title, and sometimes sale-of-home contingencies are the buyer's exit ramps. Once contingencies are removed in writing, the deposit is generally exposed. Which is why the removal paperwork matters more than most buyers realise at the time.
Many buyers do, either by closing directly into the trust or by deeding the property in immediately afterward. Vesting is an estate-planning decision as much as a closing detail — joint tenancy, tenancy in common, community property, and trust ownership behave differently at death and for tax purposes.
Yes. Commercial and industrial transactions add entity structuring, lease and estoppel review, environmental questions, and financing conditions, which we coordinate with the firm's business law practice so the entity, the loan, and the deed all agree.
It depends on the scope — reviewing a contract before signature is a defined, modest engagement; running a broker-less transaction end to end is broader. A direct sale carries no brokerage commission, and our fee is a defined scope agreed before any work begins. The first conversation is free.
