A disclosure is exactly what it sounds like. Depending on the definition you use, it’s either “to make known, a revelation or the uncovering of a thing that is kept hidden,” or “stating that something exists or has existed,” or “the act of making something evident.”
It does exactly that.
A disclosure is not an agreement; it is not a contract; it is not a mutual document at all. It is a one-directional conveyance of information to another party.
We get this question on the hotline regularly: “I sent the Buyer my Seller Property Disclosure Statement, and they refused to sign it; what do I do?”
The simple answer is:
If you are a seller, it doesn’t matter whether they sign it. All you need to do is prove you sent your disclosure.
ORS 105.475 very specifically states that the Buyer has a 5-day revocation period after receiving the disclosure statement, or until closing if no disclosure statement is ever received.
For the Seller, the goal is to shrink that revocation period as much as possible. Ideally down to 5 days. If they do that, they expose themselves to the smallest risk of revocation.
ORS 105.485 says:
“The burden of proof of lawful delivery of a seller’s property disclosure statement and any amendment thereto is on the seller. The burden of proof of lawful delivery of a notice of revocation of a buyer’s offer is on the buyer.”
In effect, as long as the seller can prove they sent the disclosure (e.g., with a printout of an email showing that the document was sent, or better yet with a copy of the response email from the other agent saying, “I got the documents”), the seller has done their job.
Whether the buyer signs it or not, the seller’s disclosure obligation is fulfilled.
This will be the case for practically all disclosure obligations. It requires you to tell the other party something. It is not a requirement that they listen or agree with the disclosure.
Be cautious, however. Sometimes agreements are disguised as disclosures.
Stealth contracts attempt to impose agreement and assent through silence, with varying levels of success. These tend to be the “by accepting this agreement you agree to be bound” types of language or “by using this product, I agree to…” language you will see on software.
These are not disclosures. They are agreements that can be binding.
If nothing else, the mere existence of these stealth contracts and browse-wrap agreements should encourage you and your client to read over any disclosures you receive carefully.