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Caulin Price, an associate in Stoel Rives’ Real Estate group, has experience drafting various real estate documents, including purchase and sale agreements, lease agreements, trust deeds, promissory notes, and operating agreements.

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In the busy world of commercial real estate, buyers and sellers may be unable to complete all contractual obligations before closing. In those instances, parties often identify certain “post-closing” matters in the contract. Typically, if those provisions are not carefully drafted to “survive” the closing, then the terms may merge with the deed and be deemed satisfied at closing. However, in a 2022 Oregon case, Freeborn v. Dow, the Oregon Court of Appeals identified a nuance to that rule and explained that certain contractual matters may survive closing and not merge with the deed, regardless of the presence or lack of a survival clause.