Dec62025
Real Estate Q&A Series

If I had a prior offer or contract, do I have any obligations or risks before signing with a new buyer? – North Carolina

Short Answer

Under North Carolina real estate law, a seller with a signed purchase contract generally must honor that contract and can face breach-of-contract claims for signing a conflicting deal with a new buyer. If only a prior offer exists and it was never accepted, there is usually no contract duty, but there can still be practical risks if negotiations are ongoing or a memorandum has been recorded. The specific obligations and risks turn on whether the first agreement became a binding contract, what it says about backup offers, and whether it has been properly terminated.

Understanding the Problem

The key question is whether a North Carolina property seller who received a prior offer or signed a prior contract can safely sign a new purchase contract with a different buyer, and what obligations or risks follow from that decision. The focus is on a seller’s duties under a North Carolina real estate purchase contract, not on financing, inspections, or tax issues. The concern is whether the first deal is still legally binding, what happens if the seller signs a second contract that conflicts with the first, and how contract language about termination, backup offers, and specific performance affects the seller’s potential liability.

Apply the Law

Under North Carolina law, a real estate purchase contract is binding once the parties reach agreement on the essential terms and sign a written contract. A mere offer that has not been accepted creates no contract duties. When a valid contract exists, the seller generally must convey title as agreed and avoid taking actions that make performance impossible, such as signing a competing contract for the same property and time frame. Remedies for breach can include damages and, in some cases, a court order requiring the seller to go through with the sale. North Carolina law also allows recording a memorandum of contract, which can give public notice of a buyer’s rights and complicate any later deal with a new buyer.

Key Requirements

  • Element # 1 – Existence of a binding contract: There must be a signed written agreement covering key terms (parties, property, price, and basic timing); a prior unsigned offer alone does not create contract obligations.
  • Element # 2 – Continuing duties under the first contract: Unless the first contract is properly terminated under its own terms, the seller remains bound to sell on those terms and must not interfere with that buyer’s rights.
  • Element # 3 – Conflict created by a second contract: Signing a new contract that overlaps in time and subject matter with an existing one can place the seller in breach of the first contract and expose the seller to remedies such as damages or equitable relief.

What the Statutes Say

Analysis

Apply the Rule to the Facts: With no specific facts given, consider a seller who signed a standard North Carolina residential contract with Buyer A and never terminated it, then later signs a similar contract with Buyer B for the same property and closing window. Element # 1 is met because a written contract exists with Buyer A; Element # 2 is met because the seller has ongoing duties under that contract; and Element # 3 is triggered when the seller signs with Buyer B in a way that makes performance to Buyer A impossible or impractical, creating a significant risk of breach. By contrast, if Buyer A only presented an unsigned offer that the seller never accepted, Element # 1 fails and the seller usually can sign with Buyer B without breaching a contract, though care is still needed if negotiations with Buyer A were advanced or a memorandum was filed.

Process & Timing

  1. Who files: Typically the first buyer, claiming breach of contract or seeking specific performance. Where: Civil action in the North Carolina Superior Court for the county where the property is located. What: A complaint stating the existence of a binding contract, the seller’s conflicting contract or refusal to close, and the remedy sought. When: North Carolina contract claims have multi-year limitation periods, but disputes over real estate contracts often require prompt filing to preserve practical remedies like specific performance.
  2. The court process usually proceeds through responses, discovery, and possible motions, followed by settlement discussions or trial. Timeframes can vary widely by county and by the complexity of the issues, but these cases often take many months or longer to reach a final resolution.
  3. Final outcomes can include dismissal, a monetary judgment for damages, or an order granting equitable relief such as specific performance or rescission, depending on what the buyer requested and what the court finds appropriate under North Carolina law.

Exceptions & Pitfalls

  • If the first contract has validly expired, been terminated under its contingency or notice provisions, or never became binding, the seller’s duties to that buyer may have ended, reducing the risk of signing a new contract.
  • Some contracts expressly allow or address backup offers; failing to follow required language about backup status or termination can convert a backup deal into a conflicting obligation.
  • A buyer who records a memorandum of contract under North Carolina law can cloud title and make it difficult or impossible to close with a new buyer until the dispute is resolved or the memorandum is canceled.
  • Common mistakes include assuming that verbal cancellation is enough, ignoring written notice requirements in the contract, or overlooking automatic extension provisions tied to inspections, financing, or closing conditions.
  • Service and notice missteps—such as not sending required notices to the addresses and in the manner specified in the contract—can leave the first contract in force even when the parties believed it was over.

Conclusion

In North Carolina, a seller who has a binding, un-terminated real estate purchase contract with a first buyer typically owes duties to that buyer and faces real risk of breach-of-contract claims for signing a conflicting deal with a new buyer. A prior offer alone, without acceptance, normally does not create these obligations. The controlling question is whether the first agreement became and remains a binding contract. The safest next step is to have the existing contract reviewed and, if appropriate, properly terminated in writing before signing with a new buyer.

Talk to a Real Estate Attorney

If a prior offer or contract may affect signing with a new buyer, our firm has experienced real estate attorneys who can help clarify obligations, risks, and timelines under North Carolina law. Call us today at (919) 341-7055.

Disclaimer: This article provides general information about North Carolina law based on the single question stated above. It is not legal advice for your specific situation and does not create an attorney-client relationship. Laws, procedures, and local practice can change and may vary by county. If you have a deadline, act promptly and speak with a licensed North Carolina attorney.

Category: Real Estate Q&A Series

Author: jpierce

Attorney Jared Pierce is the founder of Pierce Law Group in Raleigh, North Carolina, a firm he established with a dedicated focus on probate administration and estate planning across North Carolina. Born and raised in the Republic of South Africa, Jared moved to Durham with his family in 2001, bringing with him a rich cultural background and a distinctive accent that often serves as a conversation starter.