Effective January 1, 2026, Washington’s newly enacted RCW 61.40.010 (the “Solicited Real Property Act”) introduces a suite of statutory protections for property owners in transactions initiated through direct solicitation. While many prospective purchasers will be impacted, this provision will have meaningful implications for real estate purchasers who rely on off‑market acquisition strategies. On its face, the Act applies to the sale of any real property.  Purchasers of property should address the Act’s appraisal and termination rights in their purchase agreements.

1. Scope of the Statute

The Solicited Real Property Act applies to real estate transactions in which a potential buyer or their agent actively solicits the purchase of real property that is not publicly listed for sale. Solicitation encompasses public advertising, written communications, electronic outreach, and in‑person contact with a property owner. Real estate developers who routinely engage in off‑market assemblages of land should therefore assume the statute applies unless there is a clear exception.

2. Mandatory Seller Rights Embedded in the Purchase Agreement

The statute grants sellers two significant rights that must be expressly incorporated into the purchase agreement.

A. Right to an Appraisal

The seller is entitled to obtain an appraisal, at the buyer’s expense, from an appraiser licensed under chapter 18.140 RCW. This right must appear in the purchase agreement, and the seller has the right to select the appraiser.

B. Right to Cancel the Purchase Agreement Without Penalty

The Solicited Real Property Act provides sellers with a statutory right to cancel the purchase agreement without penalty and without further obligation. The cancellation period depends on whether an appraisal is requested:

• If an appraisal is requested, the seller may cancel within four business days after receiving the appraisal.
• If no appraisal is requested, the seller may cancel within 10 business days after executing the purchase agreement.

3. Mandatory Disclosures

The statute requires that the purchase agreement contain specific disclosures, presented in at least 10‑point boldface type, and affirmatively acknowledged by the seller in writing. These disclosures must clearly articulate the seller’s rights to both an appraisal and penalty‑free cancellation.

4. Cancellation Procedures

When a seller elects to cancel a purchase agreement, the statute outlines several permissible methods of delivering the notice, including mail, telegram, email, or other written communication. Notice is generally deemed effective when sent, not when received.

5. Exemption for Transactions Involving Licensed Real Estate Brokers

The Solicited Real Property Act does not apply where either party is represented by a real estate broker licensed under chapter 18.85 RCW.

6. Practical Implications

A. Extended and Less Predictable Transaction Timelines

The newly mandated cancellation windows introduce inherent uncertainty into off‑market transactions. Developers should adjust acquisition schedules, diligence sequences, and financing contingencies accordingly.

B. Increased Transaction Costs

Because the buyer is responsible for paying for any appraisal requested by the seller, off-market purchasers should anticipate additional expenses, particularly in multi‑parcel assemblage strategies where multiple owners may exercise this right.

C. Enhanced Compliance Obligations

A violation of the Solicited Real Property Act constitutes an unfair act or method of competition for purposes of the Washington Consumer Protection Act (the “CPA”). Exposure under the CPA may include treble damages and attorneys’ fees, increasing the legal risk associated with off‑market solicitations.

The requirement of boldface disclosures and limitations under the CPA require careful updating of form agreements used in solicited transactions. Noncompliance carries statutory risks beyond traditional contract liability.

D. Potential Strategic Shift Toward Broker‑Led Outreach

Strategically involving a licensed broker may exempt an acquisition from these statutory requirements. Developers who currently rely on internal acquisition teams or investor‑to‑owner contacts may need to reassess whether broker involvement provides a preferable risk‑management pathway. Developers should evaluate whether such involvement aligns with internal acquisition strategies and cost structures.

E. Strengthened Negotiating Position for Property Owners

The statutory right to an appraisal, funded by the buyer, may lead sellers to demand higher purchase prices or additional concessions, particularly if the appraisal returns a valuation exceeding the negotiated price.

7. Recommendations for Developer Clients

To adapt effectively to the Solicited Real Property Act, developers should:

1. Revise template purchase and sale agreements to include all mandatory disclosures.
2. Conduct training sessions for acquisition staff to ensure compliance.
3. Assess whether shifting to broker‑facilitated outreach may be beneficial or cost‑effective.
4. Integrate statutory cancellation windows into project timelines, diligence periods, and financing benchmarks.
5. Model appraisal‑related costs in budgeting and feasibility assessments.
6. Maintain detailed solicitation records, which may be relevant in potential CPA‑related disputes.

Conclusion

The Solicited Real Property Act imposes substantial new requirements on solicited off‑market real estate transactions in Washington. Developers must adapt their acquisition practices to ensure compliance, manage risk, and maintain efficiency in project development. By proactively updating documentation and reviewing outreach strategies, developers can navigate this new statutory framework while continuing to execute competitive land‑acquisition programs.