Also known as: UVPRA · Vendor and Purchaser Risk Act
Written by attorneys — see sources below.
A uniform statute that allocates risk of loss in executory contracts for the sale of real property. Unless the contract provides otherwise, the statute keeps the risk on the seller until the buyer receives either possession or legal title.
Uma Upadhyay signed a contract to purchase an apartment complex from Urban Logistics. Forty-five days later, while Urban Logistics still held possession and title, a fire destroyed one building. Because Uma had not taken possession, the statute places the risk on Urban Logistics. Uma may therefore rescind the contract and recover her deposit rather than close at the full price.
Uriel Urban contracted to buy a hilltop parcel containing a cell tower from Upstream Petroleum. Before closing and while Upstream retained both possession and title, lightning toppled the tower. The statute assigns the loss to Upstream because Uriel had not yet taken possession. Uriel may therefore refuse to close at the original price.
Open the case page for the full write-up.
View caseThe common-law rule of equitable conversion places the risk of loss on the buyer at contract formation. The statute instead keeps the risk on the seller until the buyer takes possession or receives legal title, unless the contract states otherwise.
Supporting sources
Risk shifts only when the buyer takes possession or receives legal title. Until then the seller bears the risk of innocent destruction or damage.
Yes. The statute supplies the default allocation and is read into every contract unless the parties expressly opt out.
Supporting sources
Yes. The statute expressly permits the parties to allocate risk differently in their agreement.