The Seller Property Disclosure Statement is a form created by the legislature. You find the exact language in ORS 105.464. At the very bottom of the document, the language reads “Agent receiving disclosure statement on buyer’s behalf to sign and date…” The legal hotline has fielded dozens of questions on this specific sentence over the years, and it’s worth reviewing to dispel some myths and concerns.
What does it do?
The signature on the bottom of the SPDS is placed there to provide a paper trail proving that the buyer agent received the disclosure statement. The agent’s signature does not create buyer obligations, it does not waive rights of revocation, and it does not bind the buyer in any way. If you have ever sent a letter with a return receipt requested, this sentence of the SPDS has the same effect. It shows the sender that the document was delivered.
What happens if I don’t sign it?
Nothing. It has no legal effect. It is merely there to prove delivery occurred. Under ORS 105.485, “the burden of proof of lawful delivery of a seller’s property disclosure statement and any amendment thereto is on the seller.” So, if you don’t sign it, that doesn’t mean Seller didn’t deliver the document. In a digital world, the Seller/listing agent will have the sent email in a folder somewhere showing affirmatively that they provided the disclosure to the proper individual. The delivery of the SPDS is the all-important moment. Under ORS 105.475(1), the Buyer’s right of revocation begins and continues for 5 days after delivery of the seller’s property disclosure statement.
One must always remember that the SPDS laws were originally passed in 1993, a pre-digital era where you would quite literally physically send the SPDS to the other person. If you mailed the SPDS to a buyer in Arizona, it could be 3 or so days before the Buyer received that document. In the post-digital era, the value of the signature on that single space still exists. If the Seller Agent, e.g., types the wrong email address, the SPDS is never sent to the proper person. If Seller sends the email and gets a bounceback email notifying them that the message failed, but that bounceback rolls into the Seller Agent’s junk folder, the SPDS was never sent. If the email goes down for 24 hours [looking at you Microsoft Outlook…] and the SPDS is never sent because it’s waiting in an outgoing mail server until the receiving server reboots, the SPDS was likely not delivered for two reasons: (1) because under ORS 84.022, when a law requires a person to deliver information to another person and the parties have agreed to transact electronically, delivery of transaction documents occurs when the electronic record is “capable of retention by the recipient at the time of receipt,” and while ORS 84 is more oriented towards the UCC, it is an adoption of the Uniform Electronic Transactions Act meant to apply to any electronic record created or sent or stored after June 2001; and (2) because most modern email systems allow you to “unsend” and email while it sits in your outgoing mail folder, meaning the message is not “outside sender’s control” yet.
I was told to never sign anything on the Client’s behalf, so I won’t sign that section.
The language is not signing something on behalf of the client; it is signing to acknowledge that you have received the document on the client’s behalf. If you are signing the client’s name for them, you’re forging a signature, and that’s bad. If you’re receiving a document for the client, that’s a normal act of the agent, and you’re then obligated under ORS 696.805 or 696.810 to provide the client with all the written communications you receive on their behalf. Don’t sign things using your client’s name. It is not in any way wrong, however, to sign something that acknowledges receipt of documents that are meant for your client.
I see no reason why the Buyer Agent should sign the section; it’s just there to help the Seller.
The signature on the “receipt on buyer’s behalf” line is more for the buyer agent than it is for the Buyer. To some extent, the signature there helps provide a clearer paper trail indicating when the revocation timeline began, but the other reasons to sign include:
Defensive documentation allows the agent to prove they fulfilled agency duties. Signature on the buyer’s behalf line allows the agent to show when they received the document, and that helps them prove they fulfilled their duty under ORS 696.810 and promptly sent it over to the client.
Attaching the delivery date within the document makes it easier to find the information. If your office is not screenshotting emails received from Seller Agents or saving off every email the seller agent sends in a manner that shows the timestamp, you may find yourself scrambling to prove when the receipt occurred if there is any sort of inquiry into the appropriateness of an agent’s practices.
Perhaps more relevant, the counterargument tends to be “but if I sign this section, my buyer may not be able to claim that the SPDS was never received.” Said otherwise, “by signing this document, I am making my buyer’s position worse.” Consider the following hypothetical [in this hypothetical, we’re counting weekend days as “Business Days” to simplify the numbers]: Seller sends SPDS on the 1st, with the revocation period beginning on the 2nd and ending on the 6th. Buyer Agent receives it, but refuses to sign it and eventually gets around to sending the SPDS to the client on the 3rd. Client waits until the 7th to revoke, assuming they are well within their 5-day-revocation period because they have no indication that Agent’s delivery on the 3rd was not an immediate transfer. Client revocation contested. Dispute over the agent’s actions follows.
In this hypothetical, delaying the signature did nothing but muddy the timeline waters. In this hypothetical, refusing to sign did not extend the client’s revocation period. In this hypothetical, the agent will have rightful questions of competence asked.
Agent could easily have transmitted the document and said, “Seller sent this on the 1st,” and been compliant. Legally, that’s exactly what the “on buyer’s behalf” language does.
What about the Buyer Acknowledgement section?
Just north of the “on Buyer’s behalf” language, there is a Buyer acknowledgement. Some brokers ward their buyers away from signing that segment, fearing that it impacts the transaction. It does not. It is not the Buyer waiving revocation rights, it has no impact on the Buyer’s rights, it shows when the Buyer received the SPDS and acknowledges that (1) buyer is supposed to do diligence if they are worried, (2) the buyer understands the disclosure are the seller’s best understanding and are not statements of a bank or lender, and (3) the buyer got a copy of the document with a seller signature on it. If the Buyer doesn’t sign the acknowledgement, all of those things will remain true factoids. Buyer does not extend their revocation period. At worst, Buyer braces the Seller against them and gives off every appearance of having either an obstinate or litigious personality, which could tinge the remainder of the transaction.
Home sales are cooperative transactions. The parties are expected to act in good faith, and they are expected to work together towards the common goal of sale and transfer. Refusing to simply place an “I got it” signature on a contract gives off a certain kind of vibe that some sellers may not wish to work with.
