Article 3 of 10 in the Florida Real Estate Contracts Series
A Florida purchase contract can state the right price and still create a serious problem if it names the wrong seller, identifies a buyer that does not exist, or describes the wrong property. These errors often surface after inspections, loan work, and title expenses have begun—when correcting them may require an amendment, additional signatures, lender approval, or a delayed closing.
The first page of the Florida Realtors/Florida Bar “AS IS” contract asks for the parties, street address, county, parcel identification number, legal description, included personal property, and exclusions. Treat every one of those fields as a legal term—not clerical filler.
Why These Details Matter Under Florida Law
F.S. 725.01 generally requires a contract for the sale of land to be in writing and signed by the party against whom enforcement is sought. The writing must also identify the transaction with adequate certainty.
In Boardwalk at Daytona Development, LLC v. Paspalakis (Fla. Dist. Ct. App.2016), Florida’s Fifth District Court of Appeal reversed an order requiring a sale where the agreement lacked a legal description, street address, or other information that identified one specific parcel. Likewise, Jordan v. Boisvert, 632 So. 2d 254 (Fla. 1st DCA 1994), illustrates the danger of a description that does not allow a surveyor to establish the agreed boundaries.
The Contract-to-Closing Identity Chain
| 1. Public records | 2. Contract | 3. Authority documents | 4. Closing documents |
|---|---|---|---|
| Deed, parcel record, entity record | Exact parties and property | Trust, company, estate, or power-of-attorney authority | Deed, lender documents, title policy |
| Who owns what? | Who promised what? | Who may sign? | Can title transfer? |
If one link does not match the others, the closing agent must investigate. A nickname, omitted co-owner, inactive company, missing trustee, or incomplete parcel description can become a last-minute obstacle.
1. Confirm the Correct Seller
The seller line should be compared with the most recent recorded deed—not merely the tax bill, listing, or person occupying the home. Common examples include:
- The owner’s legal name differs from the name used in the offer.
- Two owners appear on the deed, but only one is named as seller.
- Title is held by a trust, estate, corporation, or LLC.
- An owner died, but probate or trust administration is incomplete.
- The property may be homestead, creating possible spousal-signature issues even when only one spouse appears on title.
A trust-owned property should identify the proper trustee and capacity. Florida’s F.S. 736.1017 allows a trustee to provide a certification to address the trust’s existence, current trustee, trustee powers, co-trustee signature requirements, and manner of taking title without necessarily producing every dispositive term.
Do not “fix” capacity only in the signature block
If the contracting seller is a trust or company, the party description and signature should consistently show who is bound and in what capacity. “John Smith” is not automatically interchangeable with “John Smith, Trustee of the Smith Family Trust dated…” or “Smith Holdings, LLC, by John Smith, Manager.”
2. Confirm the Buyer and the Buyer’s Vesting Plan
A buyer should decide before signing whether the purchaser will be an individual, multiple individuals, a trust, or a business entity. That choice can affect financing, lender underwriting, title insurance, estate planning, homestead treatment, and the ability to assign the contract.
If a proposed buyer entity has not yet been formed, inserting its future name can create avoidable uncertainty about who is obligated. F.S. 607.0204 expressly provides that people purporting to act for a corporation while knowing it has not been incorporated can be jointly and severally liable for resulting obligations.
Do not assume the buyer can sign personally and substitute an LLC later. Paragraph 7 of the AS IS form addresses assignment, and if no box is checked, the form provides that the buyer may not assign. A contract amendment, seller consent, lender approval, or a different vesting strategy may be required.
3. Verify Signing Authority Before the Deadline
| Party type | Questions to resolve | Possible documents |
|---|---|---|
| LLC or corporation | Active? Correct legal name? Who may bind it? | State record, operating agreement, bylaws, resolution |
| Trust | Who is current trustee? Must cotrustees sign? | Certification of trust, relevant excerpts |
| Estate | Was a personal representative appointed? Is court approval needed? | Letters of administration, will, court order |
| Power of attorney | Is it valid and broad enough for this transaction? | Executed power of attorney and affidavit |
Authority analysis is fact-specific. A title company’s willingness to accept a signature is not a substitute for legal review of who became obligated under the contract.
4. Match the Property, Parcel, and Legal Description
A street address helps humans locate a property, but it is not always enough to define the land being sold. Before signing, compare the contract with the deed, property-appraiser record, title information, and—when boundaries matter—a survey.
- Legal description: Is it complete and copied from a reliable source?
- Parcel ID: Does it match the intended property?
- Multiple parcels: Are the home, adjacent lot, parking space, dock, or access parcel separately identified?
- Condominium: Are the unit, building, declaration reference, parking, and storage rights accurate?
- Vacant or divided land: Could a surveyor locate the exact boundaries from the agreed description?
Property-detail risk chart
| Issue | Closing risk | Best time to fix it |
|---|---|---|
| Minor spelling inconsistency | Low–moderate | Before acceptance |
| Missing owner or uncertain signer authority | High | Before acceptance |
| Wrong parcel ID but clear legal description | Moderate–high | Before inspections and title work |
| Missing parcel or ambiguous boundaries | Critical | Before signing |
| Unclear fixture or personal-property term | Moderate | Before signing and walkthrough |
5. State What Stays—and What Goes
Disputes are not limited to land. The AS IS form includes specified fixtures and personal property unless excluded or changed by the contract. If an item matters, identify it precisely. Examples include a leased solar system, refrigerator, wine cooler, generator, security equipment, television mount, chandelier, EV charger, smart-home device, furniture, or dock equipment.
“All appliances” can invite disagreement. A model, location, ownership or lease status, and express inclusion or exclusion are more useful. Confirm that the seller owns the item and that any lease, financing, or service agreement is addressed.
A Five-Minute Pre-Signature Check
Compare every seller name with the current recorded deed.
Confirm the buyer’s exact legal name and intended vesting.
Verify that each trust, estate, company, or agent has signing authority.
Match the address, county, parcel ID, and legal description to reliable records.
List all included and excluded items clearly, then review every rider and addendum.
These checks complement—not replace—the deadline review discussed in Article 2: Florida Real Estate Contract Deadlines Explained. For a broader pre-signing review, see Article 1: Florida Real Estate Contract Review Before You Sign.
Get the Parties and Property Right Before You Sign
A preventable name or property-description error should not control your closing. Attorney Shah reviews Florida real estate contracts for buyers, sellers, investors, and private lenders, with flat-fee contract review starting at $495.
Call Attorney Shah: 754-888-2726 today.
This article provides general Florida real estate information and is not legal advice. Contract rights depend on the signed documents, title, property, parties, and surrounding facts. Reading this article does not create an attorney-client relationship.