Real Estate Purchase & Sale
Every purchase and sale comes down to one question: who carries the risk for what the diligence didn't catch. We draft the agreement, run title, survey, and lease diligence, and structure the ownership entity so the problems surface before your earnest money goes hard, not after you hold the deed.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
4
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Real estate purchase and sale attorneys for Bellevue and Seattle buyers and sellers
Oseran Hahn represents buyers and sellers across the full arc of a real estate transaction, from the letter of intent through the purchase and sale agreement, title and survey diligence, financing, and closing. We handle single buildings and multi-property portfolios, commercial and residential, for local owner-operators and for foreign investors. We get the agreement and the diligence right while the deal can still be shaped, so the closing is the uneventful part and what you own afterward reads cleanly to the next lender, buyer, or successor twenty years on.
A purchase or sale is a sequence with a handful of places it usually goes wrong. The agreement allocates risk that no one reads closely until something breaks. Diligence either surfaces the title, survey, and lease problems early or hands them to you after closing. The ownership entity you take title in is hard to change later. Financing and closing have to move in parallel to hold the date. And on the sell side, Washington's disclosure rules and the tax on the sale itself decide how clean the exit is.
The purchase and sale agreement
The agreement is where the deal's risk gets allocated, and most of it is decided in terms buyers and sellers skim. We negotiate the price and the structure, then the parts that actually matter when something goes wrong: the contingencies for financing, inspection, title, and feasibility, the deadlines that govern when earnest money becomes nonrefundable, and the representations and warranties that survive closing. Washington's statute of frauds (RCW 64.04.010) requires every conveyance of real estate to be in writing and signed, so the agreement and its amendments have to be papered correctly to be enforceable at all. Because each parcel of real estate is legally unique, a buyer can usually compel a reluctant seller to close through specific performance rather than settle for damages, which is why the agreement's terms, not the handshake on price, are where we spend the time.
Title, survey, and diligence
A buyer inherits whatever encumbers the title, so diligence is where a deal is really won. We review the title commitment and the exceptions it lists, order and read the survey against the legal description, and coordinate the Phase I environmental assessment when the property or its history calls for one. Washington is a race-notice state under RCW 65.08.070, meaning a properly recorded interest generally defeats an earlier unrecorded one, so we confirm the chain of title and clear the easements, liens, and CC&R issues before closing rather than litigating them after. On income property, we read the existing leases and collect tenant estoppel certificates and subordination agreements, so the rent roll the buyer is paying for is the rent roll they actually get.
Ownership structure and the deed
How a buyer takes title is a decision that's cheap to make right and expensive to unwind. We structure the holding entity, usually a Washington LLC under RCW 25.15, to fit the financing, the co-investors, the liability profile, and the owner's estate plan, and we coordinate with tax counsel where the choice drives the result. The form of deed matters as much as the entity: a statutory warranty deed under RCW 64.04.030 gives the buyer the full covenants of title, while a bargain-and-sale or quitclaim deed shifts that risk back, and which one closes is a negotiated point, not a formality. For co-owners, we paper the operating agreement or tenancy-in-common terms before closing, so control, capital calls, and exit are settled while everyone still agrees.
Financing and closing
Most purchases touch a lender, and the loan documents have to move in parallel with the deal documents so the closing date holds. We coordinate the borrower's side of acquisition financing, review the loan commitment and the operational covenants buried in it, and run the closing through escrow so funds, signatures, and recording line up. Washington's real estate excise tax under RCW 82.45 is owed on the sale and runs on a graduated rate that reaches the higher brackets on commercial-scale prices, so we confirm who bears it and that the affidavit is right before recording. The closing itself is uneventful when the prior weeks have been thorough: the title clears, the prorations tie out, and the closing binder is assembled the way a future buyer's counsel will want to find it.
Seller-side disclosures, exits, and tax
On the sell side, the work is staging a clean exit without creating liability on the way out. For residential property, Washington requires the seller to deliver a Form 17 disclosure statement under RCW 64.06, and an incomplete or inaccurate one is a recurring source of post-closing claims. We re-paper tired leases, resolve the easement or boundary issue left over from the original plat, and assemble diligence materials so the buyer's counsel finds what they need in week one rather than week six. Where the seller is rolling proceeds into a replacement property, we coordinate the IRC § 1031 exchange timeline with the qualified intermediary; where the seller is a foreign person, we handle the FIRPTA withholding the buyer is obligated to collect under IRC § 1445, so the closing isn't held up by a tax problem no one raised until the end.
Sixty years at Pacific Northwest closing tables, and a litigation team down the hall, means we've drafted the agreements and been called when the other side's didn't hold. That perspective shapes how we paper a transaction.
Senior attorney on every file.
You meet the shareholder who drafts your agreement, and they're the one who picks up the call about the lease amendment two years later. The diligence and the same-day responsiveness don't get handed to someone junior.
We read the title, not just the deal.
Most deals come apart over what the title commitment and the survey actually say, not the price. We've cleared the easement, the encroachment, and the unreleased deed of trust before closing often enough to know where to look first.
Transactions and litigation under one roof.
When a purchase dispute, an earnest-money fight, or a failed disclosure turns adversarial, the litigators are in the same office on the same matter. We draft the agreement knowing which clauses get tested in court.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
Do I need a real estate attorney if I already have a broker and an escrow company?
They handle different things. A broker markets and negotiates business terms; escrow is a neutral processor that doesn't represent you. Neither one is your advocate on the contingencies, the title exceptions, the entity structure, or the representations that decide who pays if something surfaces after closing. On a meaningful purchase or sale, that's the lawyer's job.
What's the difference between a letter of intent and the purchase and sale agreement?
The letter of intent sets the business terms and is usually non-binding except for a few provisions like exclusivity and confidentiality. The purchase and sale agreement is the binding contract that controls the deal, the contingencies, and the closing. We draft the LOI tight enough to govern the next sixty days and loose enough to keep the deal alive, then turn it into a PSA that holds up.
How do contingencies and earnest money actually protect me?
Contingencies are the exits: financing, inspection, title review, and feasibility periods that let a buyer walk and recover earnest money if a condition isn't met. The risk is in the dates, because once a contingency period runs, the earnest money typically goes hard and is at stake if the buyer doesn't close. We negotiate those periods and deadlines so you keep real outs, not theoretical ones.
What taxes apply when I sell real estate in Washington?
The big one is the real estate excise tax under RCW 82.45, owed on the sale price at a graduated rate that climbs into higher brackets on larger commercial deals. Federal capital gains and, for foreign sellers, FIRPTA withholding can also apply. We confirm who bears the excise tax in the agreement and make sure the exchange or withholding mechanics are handled before closing, not discovered at recording.
Can you handle both commercial and residential, and foreign buyers or sellers?
Yes. Our real estate work runs from a single residence to multi-phase commercial and mixed-use property, and a meaningful share of it is cross-border. We coordinate FIRPTA, treaty analysis, and ownership structure for foreign investors and family offices, and we draft residential and commercial purchases with the same senior attention.
When should I bring in a real estate attorney on a purchase or sale?
Before you sign the letter of intent, or the purchase and sale agreement if there's no LOI. The terms set at the start, the contingencies, the deadlines, the entity you take title in, decide how much room you have if diligence turns something up. Bringing counsel in after the agreement is signed means working inside terms someone else already set.
We'll get the agreement and the diligence right before the earnest money goes hard.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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