Bill of Sale
Create a Minnesota-compliant Bill of Sale for commercial real estate assets. Protect commissions and transfer ownership under UCC and Minn. Stat. § 513.01.
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In Minnesota commercial real estate, the transfer of personal property—ranging from restaurant equipment to maintenance vehicles—must be documented with precision to avoid commission disputes and... 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.
[itemized 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: ___________________
Buyer
Name: Buyer
Date: ___________________
In Minnesota commercial real estate, the transfer of personal property—ranging from restaurant equipment to maintenance vehicles—must be documented with precision to avoid commission disputes and misrepresentation claims. Under Minn. Stat. § 513.01 (Statute of Frauds), transactions for goods over $500 must be in writing. For brokers, ensuring a clear division between real property and personalty is critical for calculating cap rates and confirming triple net lease boundaries. This document helps mitigate liabilities related to the MN Consumer Fraud Act by providing clear warranties and 'as-is' disclaimers, while ensuring compliance with UCC § 336.2-201 and avoiding the common pitfalls of ambiguous asset descriptions in high-value commercial transactions.
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.
Lease liability issues
Including precise language in leases regarding responsibilities for maintenance, repairs, and liabilities to avoid disputes.
For this bill of sale to be legally valid:
Common mistakes to avoid:
Real Estate Settlement Procedures Act (RESPA)
Governs real estate transactions including commercial ones, ensuring transparency in settlement services.
Enforced by Consumer Financial Protection Bureau (CFPB)
Truth in Lending Act (TILA)
Regulates the disclosure of credit terms to protect against unfair billing and credit card practices, applicable when financing is involved in commercial real estate.
Enforced by Consumer Financial Protection Bureau (CFPB)
Uniform Commercial Code (UCC)
While not a federal regulation, UCC is widely adopted state-level legislation that governs commercial transactions including real estate deals.
Enforced by Various state governments
Recommended coverage: Errors & Omissions Insurance · General Liability Insurance · Professional Liability Insurance
Under Minn. Stat. § 513.01 and the Minnesota UCC (§ 336.2-201), any sale of goods or personal property exceeding $500 must be in writing and signed to be legally enforceable. For a Commercial Real Estate Broker, failing to execute a separate Bill of Sale for items like HVAC units or tenant improvements can lead to significant disputes during the settlement process governed by RESPA and CFPB guidelines.
While a Bill of Sale primarily transfers title, it is best practice for Minnesota brokers to ensure the purchase price matches the figures in the agency agreement. Ambiguities in how personal property affects total transaction value often lead to commission disputes. We recommend clearly outlining the purchase price and payment terms within the document to provide an evidentiary trail for your brokerage fee.
While this document focuses on asset transfer, Minnesota brokers must be aware that Minn. Stat. § 181.981 bans most non-compete agreements and the Wage Theft Prevention Act (Minn. Stat. § 181.101) requires strict notice for employees. If the Bill of Sale is part of a larger business sale (e.g., a hotel or retail center), any related employment transfers must comply with these specific Minnesota labor regulations.
Minnesota debt collection and lien regulations (Minn. Stat. §§ 332.31 to 332.45) highlight the risk of transferring encumbered property. Sellers must represent they have clear title. If a lender has a perfected security interest in the commercial equipment (CAM items or TI), the broker should verify that no UCC filings exist before the Bill of Sale is executed to prevent future lease liability issues.
State laws affect what must be in this document. Pick your jurisdiction.
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