Bill of Sale
Create a legally compliant California Bill of Sale for commercial assets. Protect your commission and mitigate misrepresentation claims under CA Civil Code.
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In the complex world of California commercial real estate, a standard bill of sale is insufficient. Between CAP rate calculations and Triple Net (NNN) lease structures, brokers face significant... Read more
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Legal Document
Seller
[seller_name]
Buyer
[buyer_name]
The Seller hereby sells, transfers, assigns, and conveys to the Buyer, and the Buyer hereby purchases and accepts from the Seller, the following described personal property (the "Property"): [item_description]. The Buyer acknowledges that the Buyer has had a full and adequate opportunity to inspect the Property prior to the execution of this Agreement and accepts the Property in its current condition as described herein.
The total purchase price for the Property is [sale_price] (the "Purchase Price"), payable in full by the Buyer to the Seller on or before the Sale Date. The Buyer and Seller acknowledge and agree that the Purchase Price represents the fair and agreed-upon value of the Property as negotiated between the Parties at arm's length. Upon receipt of the Purchase Price in full, the Seller shall be deemed to have been fully compensated for the sale, transfer, and conveyance of the Property, and the Seller shall have no further right, title, or interest in or to the Property or the Purchase Price.
The Seller hereby represents and warrants to the Buyer that: (a) the Seller is the sole and lawful owner of the Property and has full right, power, and authority to sell, transfer, and convey the Property to the Buyer; (b) the Property is free and clear of all liens, encumbrances, security interests, pledges, claims, charges, and restrictions of any kind whatsoever; (c) the Seller has not previously sold, transferred, assigned, pledged, or otherwise encumbered the Property or any interest therein to any other person or entity; and (d) the Seller will defend the Buyer's title to the Property against any and all claims and demands of any person or entity claiming an interest therein.
Upon execution of this Agreement and receipt of the Purchase Price in full, the Seller hereby irrevocably transfers, assigns, and conveys to the Buyer all of the Seller's right, title, and interest in and to the Property, free and clear of all liens, encumbrances, and claims of any kind. Title to and risk of loss of the Property shall pass from the Seller to the Buyer upon the execution of this Agreement and payment of the Purchase Price. From and after the transfer of title, the Buyer shall be solely responsible for the Property, including its care, maintenance, insurance, and all risks of loss, damage, theft, or destruction. The Seller agrees to execute and deliver to the Buyer any and all additional documents, instruments, or certificates as may be reasonably necessary or appropriate to evidence or effectuate the transfer of title to the Property.
5.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state in which the transaction is consummated, without regard to its conflict of laws principles. 5.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the sale and purchase of the Property. 5.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. 5.4 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 5.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 5.6 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.
[detailed item description]
IN WITNESS WHEREOF, the Parties have executed this Bill of Sale as of the date first written above, each acknowledging receipt of a copy of this Agreement.
Seller
Name: Seller
Date: 2026-04-19
Buyer
Name: Buyer
Date: 2026-04-19
In the complex world of California commercial real estate, a standard bill of sale is insufficient. Between CAP rate calculations and Triple Net (NNN) lease structures, brokers face significant liability regarding chattel, trade fixtures, and tenant improvements. This document ensures compliance with Cal. Civ. Code § 1624 (Statute of Frauds) and UCC requirements while providing clear disclaimers to mitigate misrepresentation claims. By formalizing the transfer of non-real property assets—such as HVAC units, specialized machinery, or CAM-related equipment—you protect your client relationship and secure your commission trigger points.
Beyond the standard bill of sale sections, this template adds fields specific to Commercial Real Estate Broker:
A Bill of Sale serves the core legal purpose of providing proof of the transfer of ownership of an item from the seller to the buyer. It formalizes the transaction and fulfills the legal need for documentation of the sale, aiding in preventing disputes over ownership and clarifying the terms and conditions agreed upon by the parties involved.
Misrepresentation claims
Detailed disclaimers in contracts stating that all representations are believed to be accurate but should be independently verified by clients.
Commission disputes
Clear agency agreements and commission schedules included in contracts outlining the fees and when they are earned.
Under Cal. Civ. Code § 1624, any sale of goods exceeding $500 must be in writing to be enforceable. For brokers, ensuring a formal Bill of Sale exists prevents disputes over whether specific items like trade fixtures or maintenance equipment were part of the real estate purchase or a separate personal property transfer.
Yes. Our template features 'As-Is' clauses and 'Buyer Acknowledgment' sections consistent with California commercial standards. This mitigates risks associated with misstating the lifespan of Tenant Improvements (TI) or Common Area Maintenance (CAM) assets by placing the burden of independent verification on the buyer.
While a Bill of Sale primarily transfers physical assets, it is critical to acknowledge that any business data or customer lists included in the sale may fall under the California Consumer Privacy Act (CCPA). This form allows for the inclusion of representations that both parties will comply with California's strict data handling and privacy regulations.
The Uniform Commercial Code (UCC), adopted in California, governs the security interests and transfers of personal property. Commercial brokers use a Bill of Sale to ensure that the seller has title clear of any liens, which is a common pain point during the due diligence phase of Triple Net lease properties.
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Release of Liability
For this bill of sale to be legally valid:
Common mistakes to avoid:
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