During attorney review in New York, sellers can accept competing offers, attorneys can reject contracts without explanation, title issues can emerge, and either party can walk away without penalty. The contract is not legally binding during the three to five-day review period. Common problems include deal-breaking contract terms, unresolved liens, last-minute changes, and sellers who receive better offers.
At Sishodia PLLC, Manhattan real estate lawyer Natalia A. Sishodia assists buyers and sellers throughout the attorney review process in Manhattan. She reviews contracts carefully, negotiates favorable terms, and protects your interests during this critical stage of the transaction.
This guide explains what attorney review is, what can go wrong during the process, how to protect yourself, and when you should walk away from a deal. Contact us today at (833) 616-4646 to make sure your real estate transaction is fully protected.
What Is Attorney Review in New York Real Estate?
Attorney review is a mandatory step in most New York real estate transactions. After the buyer and seller sign the contract, each party’s attorney has three to five business days to review and approve the agreement.
The review period begins when the buyer’s attorney receives the fully signed contract. During this time, either attorney may request changes or disapprove the contract entirely. New York courts have ruled that an attorney may disapprove a contract for any reason, or for no stated reason at all.
This protection applies to both buyers and sellers. The contract does not become legally binding until both attorneys approve it or the review period expires without objection.
Why Is Attorney Review Important?
Attorney review protects you from signing a contract with unfavorable or illegal terms. Real estate contracts often contain complex legal language that can affect your rights and financial obligations for years.
An experienced attorney spots issues that most people overlook. They check that all terms are legal under New York law, including disclosure requirements under Real Property Law § 462. They verify that contingencies protect your interests and ensure dates and deadlines are reasonable.
Without attorney review, you could commit to a contract that costs you thousands or prevents you from backing out when problems arise. The three to five-day review period may be the final opportunity to correct issues or exit the transaction without penalty.
For Manhattan real estate specifically, attorney review is critical because of the borough’s unique considerations. Manhattan transactions often involve co-ops, which require board approval after the contract is signed. They also involve high closing costs including mansion tax, NYC transfer tax, and New York State transfer tax. An attorney familiar with Manhattan real estate knows what to look for.
Key Takeaway: Attorney review is your final opportunity to fix contract problems before you are legally bound. Manhattan real estate involves unique considerations that require attorney involvement to handle properly.
What Can Go Wrong During Attorney Review?
Several problems can derail a deal during the three to five-day attorney review period. Understanding these risks helps you prepare and protect yourself.
The Seller Accepts Another Offer
During attorney review, the seller can still accept offers from other buyers. The original contract is not legally binding yet. If a higher bid comes in, the seller may accept it and walk away from your deal.
This happens more often in competitive markets. A seller who receives multiple offers may keep entertaining bids during the review period. They can switch to a better offer without penalty.
Buyers should stay in close contact with their attorney during this period. If your attorney learns about competing offers, you may need to act quickly to finalize the contract or improve your terms.
The Buyer’s Attorney Finds Problems
Your attorney may discover issues that make the deal impractical. These problems can include unclear terms, missing contingencies, or obligations that put you at financial risk.
Common problems attorneys find include unreasonable closing dates, insufficient time to secure financing, unfair allocation of closing costs, and missing inspection contingencies. Some contracts require buyers to pay transfer taxes that sellers typically pay. Others include clauses that waive important protections.
If your attorney finds serious problems, they can request changes or disapprove the contract. The seller may refuse to negotiate, which ends the deal.
The Seller’s Attorney Requests Changes
The seller’s attorney may also find issues and request modifications. These changes might increase your costs, extend timelines, or add new obligations.
Negotiating changes during attorney review is normal. However, if the parties cannot agree, either side can walk away. This leaves both parties back at square one.
Title Issues Emerge
While conducting due diligence during attorney review, the buyer’s attorney may discover title problems. Title searches sometimes reveal liens, judgments, or ownership disputes that must be resolved before closing.
In Manhattan, the New York County Clerk at 60 Centre Street maintains real property records. Your attorney will search these records to verify a clean title. Any problems found during this search can delay or kill the deal.
Key Takeaway: Attorney review can end deals when sellers accept better offers, attorneys find contract problems, title issues emerge, or either party has second thoughts. The contract is not binding during this period, so walking away carries no penalty.
What Issues Are Negotiated During Attorney Review?
Attorneys negotiate several key issues during the review period. These negotiations determine the final terms that will govern your transaction.
The deposit due date establishes when you must pay earnest money. This deposit shows your commitment to the purchase. Your attorney may negotiate a later date if you need time to gather funds.
The scope of inspection determines what you can examine before closing. Most contracts allow home inspections, but the specifics vary. Your attorney ensures you have adequate time and access to inspect the property thoroughly.
Mortgage commitment deadlines give you time to secure financing. New York contracts typically include mortgage contingencies that let you cancel if you cannot get a loan. Your attorney negotiates enough time to complete the mortgage process, which can take 30 to 60 days.
| Issue | What It Covers | Typical Timeline/Terms |
|---|---|---|
| Deposit Due Date | When earnest money is paid | 5-10 business days after contract signing |
| Inspection Period | Time allowed for property inspections | 7-14 days from contract date |
| Mortgage Commitment Deadline | Time to secure loan approval | 30-60 days from contract date |
| Closing Date | When ownership transfers | 60-90 days after contract signing (Manhattan standard) |
| Closing Costs | Who pays which fees | Negotiable; seller typically pays NYC & NYS transfer tax, buyer pays mansion tax if applicable |
| Board Approval Period | Time for co-op board review (co-ops only) | 4-8 weeks for application and interview |
Closing Dates and Cost Allocation
The closing date is when ownership transfers from seller to buyer. Standard Manhattan transactions close 60 to 90 days after the contract is signed. Your attorney negotiates a date that works for both parties and allows time to complete all requirements.
Closing costs allocation determines who pays which fees. In New York, sellers typically pay the NYC transfer tax and New York State transfer tax. Buyers typically pay mansion tax on purchases over $1 million. However, these allocations are negotiable.
Contingencies and Special Provisions
Attorney review also addresses contingencies. Home sale contingencies let buyers cancel if they cannot sell their current property. Replacement home contingencies give sellers time to find their next home. Use and occupancy agreements allow sellers to stay in the property temporarily after closing.
For Manhattan co-op purchases, attorneys ensure the contract includes adequate time for board approval. Co-op boards typically take four to eight weeks to review applications and conduct interviews. The contract must allow enough time for this process.
Real Estate Attorney in Manhattan – Sishodia PLLC
Natalia A. Sishodia, Esq.
Natalia A. Sishodia is the managing partner of her firm and a trusted Manhattan real estate attorney known for delivering strategic, stress-free solutions to sophisticated clients. She advises domestic and international individuals, investors, developers, businesses, and lenders in high-end New York City real estate matters. Fluent in English and Russian, Ms. Sishodia regularly represents clients from around the world and is a go-to legal advisor for high-net-worth individuals, celebrities, and major mortgage lenders handling high-stakes NYC transactions.
Ms. Sishodia has successfully negotiated and closed hundreds of real estate transactions, including condo and co-op purchases and sales, single- and multi-family properties, new developments, conversions, deed transfers, leasing, lending, and 1031 exchanges. Her meticulous planning and hands-on approach have earned her a reputation for smooth, efficient closings. In addition to real estate, she advises private clients on estate planning, taxation, elder law, and cross-border wealth strategies, helping clients protect assets and build lasting legacies.
Why You Need an Attorney During Real Estate Review
An attorney protects your legal rights and financial interests throughout the transaction. They bring legal knowledge and judgment that agents and brokers cannot provide.
Attorneys identify potential issues in the contract before you commit. They spot unfair terms, missing protections, and legal problems. They negotiate changes that save you money and reduce risk. They explain complex provisions in plain language.
Your attorney also handles the legal mechanics of the transaction. They order title searches, review title insurance, prepare closing documents, and represent you at closing.
For Manhattan transactions, an attorney familiar with the borough’s real estate market is essential. Manhattan real estate involves unique considerations, including high closing costs, co-op board approval requirements, and detailed building regulations. An experienced attorney handles these issues efficiently.
Key Takeaway: A real estate attorney protects your legal rights, identifies contract problems, negotiates better terms, and ensures compliance with New York law. The modest legal fee is worthwhile protection for a major financial transaction.
What Happens After Attorney Review?
Once both attorneys approve the contract or the review period expires without any objections or modifications, the contract becomes legally binding. At this point, neither party can walk away without penalties unless a contingency allows it.
After attorney review, the transaction moves to due diligence. The buyer orders a title search, arranges inspections, and applies for mortgage financing. For co-op purchases, the buyer prepares the board package and schedules the interview.
The buyer’s attorney reviews the title report from a title company. This report shows any liens, judgments, or other issues affecting the property. In Manhattan, title searches examine records maintained by the New York County Clerk at 60 Centre Street.
If problems arise during due diligence, the contract contingencies determine your options. A financing contingency lets you cancel if you cannot get a mortgage. An inspection contingency lets you cancel or renegotiate if serious defects are found.
The closing typically occurs 60 to 90 days after the contract is signed. At closing, ownership transfers and you receive the keys. Your attorney ensures all documents are properly executed and recorded with the County Clerk.
Key Takeaway: Once attorney review ends without objections, the contract becomes legally binding and you can only exit through contingencies like financing or inspection issues. The typical Manhattan closing timeline is 60 to 90 days from contract signing, during which title searches, inspections, and board approval (for co-ops) occur.
When Should You Walk Away During Attorney Review?
There are several situations during the attorney review period that may justify walking away from the deal. While your attorney will guide you, the final decision is yours.
Seller Won’t Address Serious Issues. If the seller refuses to correct major contract problems like missing contingencies, unreasonable obligations, or illegal terms, walking away may be the best choice. Deals with unresolved legal issues are not worth pursuing.
Title Issues Can’t Be Resolved. Unresolved title issues like liens, judgments, or ownership disputes can delay closing indefinitely. Unless the seller can clear these problems promptly, finding another property may be wiser.
Changes in Financial Situation. Job loss, unexpected expenses, or changes to your mortgage pre-approval may justify canceling during attorney review. Proceeding with a purchase you cannot afford could lead to foreclosure.
Inspection Reveals Major Defects. If an inspection reveals serious defects and the seller refuses repairs, walking away may be appropriate. Major structural or systems problems can make a property a poor investment.
Protect Your Manhattan Real Estate Purchase with Sishodia PLLC
Real estate transactions involve many steps, from negotiating contracts to securing financing and completing inspections. Attorney review is your final opportunity to fix problems before you are legally bound. You deserve an attorney who protects your interests and helps the process move forward smoothly.
Manhattan real estate attorney Natalia A. Sishodia has helped buyers and sellers throughout Manhattan and New York City. Our real estate lawyers are familiar with Manhattan co-ops, condos, and the unique considerations of New York real estate law. We can review your situation and explain your options. Call Sishodia PLLC today at (833) 616-4646 to schedule a consultation.
