# Offer Negotiation and Closing Playbook

> **What this is:** A U.S.-focused seller-side playbook for moving from submitted offers to signed deal and then through diligence to closing.
> **How to use it:** Load this with the offer-leveling, negotiation-brief, or PSA-to-close skills when the assignment is in active execution and seller decisions need to stay organized.

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## Offer Comparison Principles

Price matters, but price alone is not the decision.

Always compare:

- purchase price
- deposit size
- hard money timing
- diligence length
- financing risk
- closing timing
- assignment flexibility
- requested credits or carveouts
- buyer credibility and retrade risk

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## When to Level Bids

Level bids when:

- there are multiple credible offers
- at least two bidders are still in striking distance
- the seller can likely improve price, terms, or certainty with one more round

Do not level bids reflexively if:

- there is one clearly superior and highly executable bid
- the process is already losing momentum
- the seller values certainty more than squeezing the final dollars

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## BAFO Logic

Best and final works best when:

- expectations are clear
- the seller knows what tradeoffs matter most
- the buyer pool is credible

The broker should define:

- timing
- response format
- which terms matter most
- whether backup bidders remain in play

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## Negotiation Focus Areas

Seller-side negotiation usually centers on:

- money
- timing
- certainty
- control

High-signal term buckets:

- deposit and hardening schedule
- diligence scope and duration
- financing contingency risk
- closing date
- assignment rights
- title / survey / legal request burden
- post-signing flexibility vs seller lock-up risk

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## Broker Boundary

The broker should:

- compare business terms
- frame tradeoffs
- highlight risk
- escalate legal drafting issues

The broker should not:

- provide legal conclusions
- draft custom legal provisions where state law or brokerage policy forbids it
- substitute for counsel on enforceability, title-curative strategy, or remedies

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## PSA to Close

Once the deal is signed, the broker's role is process control.

Track:

- all dates
- all open issues
- all responsible parties
- all contingency removal events
- all deposit milestones

At this stage, the broker should help keep:

- counsel
- title / escrow
- seller
- buyer
- lender parties, where relevant

moving in the same direction on the same calendar.

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## Common Failure Modes

- seller chooses the highest price but weakest process buyer
- backup bidders are dropped too early
- negotiation issues become scattered across calls and emails
- diligence responses lack ownership or deadlines
- broker crosses from commercial process guidance into legal advice

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## Suggested Output Objects

For live deals, the most useful outputs are:

- offer matrix
- negotiation brief
- milestone calendar
- issue tracker
- weekly seller update summary

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## Last Updated

Last updated: 2026-04-22

## Scope Limitations

- U.S. only
- seller-side investment sales only
- issue-spotting and process management, not legal advice

Validate current local legal requirements, counsel guidance, and transaction-specific facts before relying on any term-handling or closing-step recommendation.
