The Utah REPC explained for sellers

This page walks through the state-approved form as of October 2026 in plain terms. It is general information, not legal or tax advice. Read the actual form and every addendum before you sign, and talk to a Utah real estate attorney about your situation, especially for estates, trusts, divorces, rentals, seller financing or anything unusual about the title.

The Real Estate Purchase Contract, or REPC, is the standard contract for buying a home in Utah. The Utah Division of Real Estate publishes it on its state-approved forms page. The footer of the current version reads that the form is approved by the Utah Real Estate Commission and the Office of the Utah Attorney General, "effective December 4, 2024." If someone hands you an older version, ask why. Section numbers and terms have changed over the years, and everything on this page refers to the December 4, 2024 form.

The first lines of the form explain who has to use it: "Utah law requires real estate licensees to use this form." The same sentence goes on to say that buyer and seller may agree to alter or delete its provisions or to use a different form. As a seller without a listing agent, you aren't a licensee, but most buyers who have an agent will present their offer on the REPC because their agent is required to. Knowing this form section by section is the single most useful thing you can do before you accept an offer.

The REPC is six pages. Each page has lines for both parties' initials and dates. The first page opens with the earnest money paragraph and the buyer's offer; the last page holds the contract deadlines, the time for acceptance, and the signature block where you accept, counter or reject.

Selling without a listing agent is legal in Utah. Utah Code § 61-2f-202(2)(a)(i) says a license is not required for a person who, as owner, performs licensed acts with reference to real estate that person owns. For the full by-owner process, see /utah/sell-by-owner/.

Here is where each topic sits in the current REPC, so you can find it quickly when an offer arrives.

A buyer's offer is a completed REPC signed by the buyer. Section 25, Offer and Time for Acceptance, sets a date and time. If you don't accept by then, "this offer shall lapse" and any earnest money goes back to the buyer. The form doesn't use the phrase "Acceptance Deadline"; the date and time in Section 25 is the buyer's deadline for your response. Check it the moment an offer arrives. Some buyers give a few hours.

On the last page you check one box: Acceptance, Counteroffer or Rejection. Acceptance takes the offer exactly as written. Counteroffer means you present the buyer's terms "subject to the exceptions or modifications" in an attached, numbered addendum. Rejection ends that offer.

When is there a contract? Section 23 defines Acceptance as happening only when both of these have occurred: one party has signed the offer or counteroffer where noted to indicate acceptance, and that party or their agent has communicated to the other party or the other party's agent that it has been signed. Signing alone isn't enough; the signing has to be communicated. Many deadlines, including the earnest money delivery window, count from Acceptance, so keep a record of exactly when and how you communicated it.

Section 22 says signatures may be physical or electronic and have the same legal effect, and that the REPC may be signed in counterparts. Section 14 says the REPC, its addenda, exhibits and the Seller Disclosures are the entire contract, and that it "cannot be changed except by written agreement." A verbal promise to fix the furnace, or to stay an extra week, isn't part of the deal unless it's in a signed addendum.

For how to compare competing offers and respond to buyer-agent compensation requests, see /utah/sell-by-owner/showings-and-offers/.

The amount is whatever you and the buyer agree to; the form leaves it blank. The opening paragraph says the buyer will deliver the Earnest Money Deposit no later than four calendar days after Acceptance, in the amount and form written in. Once the brokerage receives it, "the Brokerage shall have four (4) calendar days" to put it in the Brokerage Real Estate Trust Account. Section 8.4 refers to delivering any additional deposit to the Buyer's Brokerage, so on a typical by-owner sale the buyer's brokerage holds the money.

You and the buyer can instead agree to have a title company hold it, using the state-approved Deposit of Earnest Money with Title Insurance Company Addendum. That addendum warns that the title company may require both buyer and seller to authorize any disbursement, even where the REPC says no further authorization is needed, which can cause delays. It also states that the Utah Division of Real Estate has no authority over a title company's release of the deposit. If the buyer is unrepresented too, there is no brokerage to hold the money, and a title company addendum is the usual fix.

Section 2.1(a) warns that "under certain conditions" the deposit "may become totally non-refundable." The REPC builds that up in stages:

• Up to the Due Diligence Deadline: if the Due Diligence Condition applies, the buyer may cancel for any reason the buyer finds the due diligence unacceptable, in the buyer's sole discretion, and the deposit is released to the buyer without your further written authorization (Section 8.1(b)).
• After the Due Diligence Deadline, if the buyer didn't cancel or resolve objections in writing: the Due Diligence Condition is deemed waived and, except as provided in Sections 8.2(a) and 8.3(b)(i), the deposit becomes non-refundable (Section 8.1(c)).
• Up to the Financing & Appraisal Deadline: a buyer with the Appraisal Condition can cancel after a Notice of Appraised Value below the price and get the deposit back (Section 8.2(a)). A buyer with the Financing Condition who is not satisfied with the loan terms can cancel, but the dollar amount you wrote in Section 8.3(b)(i) is released to you and only the rest goes back to the buyer.
• After the Financing & Appraisal Deadline: if the loan proceeds aren't delivered, either side may cancel and all of the earnest money is released to you as liquidated damages, your "exclusive remedy" for that failure (Section 8.3(b)(ii)-(iii)).
• Buyer default at any point: you choose among the remedies in Section 16.1, one of which is keeping the deposit.

Section 8.4 lets the parties agree to an Additional Earnest Money Deposit. If the buyer hasn't cancelled, it is due by the later of the Due Diligence Deadline or the Financing & Appraisal Deadline. The deposits are credited toward the price at Closing.

On cancellation, the form itself releases the money in the situations above "without the requirement of further written authorization." Outside those situations the brokerage needs something more. Utah's trust account rule for brokerages, Utah Admin. Code R162-2f-403a, allows a principal broker to release earnest money from a failed transaction only if a condition in the REPC authorizing disbursement has occurred or the parties sign a separate agreement with disbursement instructions, often called an earnest money release. When both sides claim the money and the broker can't tell whose claim is valid, the rule allows the broker to interplead the funds into court or, in some cases, refer the parties to mediation. There is no state-approved earnest money release form on the Division's list; the brokerage holding the money usually supplies its own.

Don't sign an earnest money release just because you're asked to. Read which party it pays, and compare it with the section of the REPC the buyer is cancelling under. If the buyer cancelled after the Due Diligence Deadline without a right to, the deposit may be yours.

Section 24 has four blank dates. You and the buyer fill them in, and almost everything in Sections 7 and 8 runs off them. The form doesn't set default lengths, so read them carefully on every offer and counteroffer.

Section 21, Time Is of the Essence, makes these dates strict. Extensions must be agreed to in writing by all parties. Unless the REPC explicitly says otherwise, performance on a date is required by 5:00 PM Mountain Time on that date, and "days" and "calendar days" both mean calendar days, counted beginning the day after the triggering event. The form has no rule moving a deadline that lands on a weekend or holiday, so pick dates you can actually meet.

A hypothetical example of counting: if Acceptance happens on Monday, June 1, day one is Tuesday, June 2, and the fourth calendar day for delivering earnest money is Friday, June 5.

Section 21 also says the REPC's dates aren't binding on title companies, lenders, appraisers and others who aren't parties to the contract unless they agree in writing. If the buyer's lender is slow, the deadline still binds you and the buyer, and the fix is a signed extension addendum, not a phone call.

Any extension or change to a deadline needs a written addendum signed by both sides. Use the state-approved Addendum to Real Estate Purchase Contract and keep a copy with the time of Acceptance noted.

By the Seller Disclosure Deadline you must provide the documents Section 7 calls the "Seller Disclosures." Section 14 then makes them part of the contract. The list, with the items that apply only in some sales marked:

• (a) A written seller property condition disclosure, completed, signed and dated by you as Section 10.3 provides.
• (b) A Lead-Based Paint Disclosure & Acknowledgement, only if the home was built before 1978.
• (c) A Commitment for Title Insurance (see Section 6.1).
• (d) Any restrictive covenants (CC&Rs), rules and regulations affecting the property.
• (e) The HOA's most recent minutes, budget and financial statement, if there is an HOA.
• (f) Any long-term lease or rental agreements not expiring before Closing.
• (g) Any short-term rental booking schedule for guest use after Closing.
• (h) Any existing property management agreements.
• (i) Evidence of any water rights or water shares referred to in Section 1.4.
• (j) Written notice of claims or conditions you know of relating to environmental problems and building or zoning code violations.
• (k) If you are a foreign person under FIRPTA, written notice to the buyer, because the buyer or a substitute may be legally required to withhold tax at Closing.
• (l) Anything else the parties specify.

Section 10.3 adds your duty to disclose in writing defects known to you that "materially affect the value of the Property" and that a reasonable inspection by an ordinary prudent buyer wouldn't discover. That duty is separate from the checklist, and it survives Closing.

Lead-based paint timing deserves care. Federal rules require the lead disclosure, the EPA pamphlet and any reports to be given before the buyer is obligated under the contract, and if the buyer has already made an offer you must complete the disclosure before accepting it and let the buyer review it and possibly amend the offer (40 CFR 745.107). The REPC lists the lead disclosure among the Seller Disclosures due later, so for a pre-1978 home, give it to the buyer before you accept. Federal rules also require giving the buyer a 10-day opportunity for a lead risk assessment or inspection unless the buyer agrees in writing to a different period or waives it (40 CFR 745.110). The Division's Lead-Based Paint Addendum, if used, makes the purchase conditional on the buyer's approval of a risk assessment, with a deadline of ten calendar days after Acceptance unless another number of days is entered.

What each disclosure involves, and what Utah law requires beyond the REPC, is covered at /utah/sell-by-owner/seller-disclosures/.

The buyer checks a box saying the purchase IS or IS NOT conditioned on due diligence. Nearly every financed offer says IS. Due diligence includes the buyer's review of your Seller Disclosures and any tests the buyer wants: physical condition, roof, foundation, systems, square footage, insurance costs, water, property lines, HOA fees, convicted sex offenders living nearby, and anything else the buyer considers material (Section 8.1(a)). The buyer pays for it and picks the inspectors. You agree to cooperate, and the buyer agrees to pay for any damage the inspections cause.

By the Due Diligence Deadline the buyer has two options under Section 8.1(b): cancel by written notice, with the earnest money released to the buyer, or "resolve in writing with Seller" any objections. The test is the buyer's "sole discretion"; the buyer doesn't have to prove a defect to cancel before the deadline.

In practice, a buyer who wants repairs or a price change sends you a proposed addendum. The current form doesn't set a separate seller response period for due diligence objections. All of it has to be resolved in writing by the Due Diligence Deadline itself. Your realistic choices when an objection addendum arrives:

• Accept it as written by signing the addendum.
• Counter with different terms on a new addendum, for example a credit at closing instead of a repair, or a smaller price reduction.
• Decline. The buyer then has to decide whether to cancel before the deadline or continue.
• Agree in writing to extend the Due Diligence Deadline if both sides need more time, such as for a contractor's bid.

Watch the clock with the buyer. Under Section 8.1(c), if the buyer fails to cancel or fails to resolve objections in writing by the deadline, the buyer is "deemed to have waived" the Due Diligence Condition and the earnest money becomes non-refundable, apart from the appraisal and loan-terms exceptions. An unsigned counteroffer sitting in someone's inbox at 5:01 PM on the deadline doesn't resolve anything.

If you agree to repairs, Section 11 lets the buyer do a final walk-through no earlier than seven calendar days before Settlement to confirm the items are present, repaired or corrected as agreed. Not doing the walk-through doesn't waive the buyer's right to receive those items as represented. Keep receipts for agreed repairs.

Section 10.2 has the buyer acknowledge buying the home "As-Is" without warranties, with a full chance to inspect, and relying on the buyer's own judgment and inspectors. That acknowledgement doesn't cancel your disclosure duties in Sections 7 and 10.3.

Appraisal Condition (Section 8.2). The buyer checks whether the purchase IS or IS NOT conditioned on the property appraising at no less than the price. If it is, and the buyer receives written notice from the lender or appraiser that it appraised for less (a "Notice of Appraised Value"), the buyer may cancel by written notice to you with a copy of that notice, no later than the Financing & Appraisal Deadline. The earnest money goes back to the buyer. If the buyer doesn't cancel by then, the Appraisal Condition is waived.

A low appraisal doesn't cancel the contract automatically. The buyer decides. Commonly the two of you negotiate a price change, the buyer brings more cash, or you meet in the middle, all in a signed addendum before the Financing & Appraisal Deadline. If an offer shows IS NOT on the appraisal condition, the buyer has given up that cancellation right, though a lender may still lend less.

Financing Condition (Section 8.3). The buyer checks either 8.3(a), no financing required, or 8.3(b), financing required. Under 8.3(b) the buyer agrees to work diligently and in good faith to obtain the loan. Two rules matter to you:

• Before the Financing & Appraisal Deadline, and after the Due Diligence Deadline, a buyer who isn't satisfied with the loan terms may cancel. The dollar amount written in 8.3(b)(i) is released to you and the rest goes to the buyer. If that blank is left empty or says $0, you may get nothing. Fill it in deliberately when you accept or counter.
• After the Financing & Appraisal Deadline, if the loan proceeds haven't been delivered to the escrow/closing office as Section 3.2 requires, either party may cancel, and all of the earnest money is released to you as liquidated damages, which you accept as your exclusive remedy for that failure.

Section 2.2 also asks whether the purchase IS or IS NOT conditioned on the sale of the buyer's own home. If it is, a separate addendum governs, and your timeline depends on someone else's sale. Read that addendum closely before accepting.

Section 6.1: you represent that you own the property in fee and will convey marketable title by general warranty deed at Closing. The buyer takes title subject to the Commitment for Title Insurance you provide under Section 7 and the buyer approves under Section 8. Under 6.1(a) and (b) the buyer also takes title subject to long-term leases and short-term rental bookings that don't expire before Closing.

Section 6.2: at Settlement you pay for, and cause to be issued in the buyer's favor, the most current ALTA Homeowner's Policy of Title Insurance through the agency that issued the commitment. If that policy isn't available there, you pay for it through another agency the buyer picks; if it isn't available anywhere, you pay for an ALTA Owner's Policy instead.

Section 4 sets the money defaults. Prorations, including HOA dues and current-year property taxes, are made as of the Settlement Deadline (4.1). Special assessments approved before the Settlement Deadline are paid by whoever you check: seller, buyer, split or other (4.2). Each side pays its own escrow fees unless agreed otherwise (4.3(a)). HOA change-of-ownership fees are allocated by another checkbox (4.3(c)). The buyer pays utilities after the Settlement Deadline (4.3(d)). The escrow office withholds from your proceeds what's needed to pay off mortgages, trust deeds, judgments, liens and brokerage compensation (4.3(f)).

Section 4.3(e) handles buyer-brokerage compensation. You can agree to contribute a percentage of the price or a dollar amount to the buyer's brokerage, the "Seller's Compensation Contribution." If no amount is entered, you haven't agreed to pay the buyer's brokerage in the REPC. The buyer agrees that the total from you and any listing brokerage won't exceed what the buyer's written buyer-broker agreement provides. Background is at /selling-costs/buyer-agent-commission/.

Settlement and Closing are two steps. Under Section 3.1, Settlement happens when both sides have signed and delivered the required documents and paid the money they owe, not counting the buyer's loan proceeds. Under Section 3.2, Closing means Settlement is done, the lender has delivered the loan proceeds, and the documents are recorded with the county recorder. The last two steps must be done no later than four calendar days after Settlement.

For dollar-level detail on title premiums, recording fees, tax proration and HOA fee limits, see /selling-costs/utah-closing-costs/.

Section 3.3 sets possession with three choices: upon Recording, a number of hours after Recording, or a number of calendar days after Recording. If you need to stay after Closing, or the buyer wants to move in early, the form says any rental between you "shall be by separate written agreement." Each side is responsible for whatever insurance it thinks it needs, including for personal belongings. Section 20.1 makes the buyer responsible for casualty and liability coverage as of Closing, so don't cancel your homeowner's policy until you have moved out and the buyer's coverage is in place.

Section 10.3 says you agree to deliver the property in substantially the same general condition as on the date of Acceptance, ordinary wear and tear excepted; broom-clean and free of debris and personal belongings; and with any moving-related damage repaired at your expense. These duties survive Closing.

Section 12 restricts what you can do between Acceptance and Closing without the buyer's written consent: no substantial alterations or improvements (12.1), no new financial encumbrances or changes to legal title (12.2), no changes to property management agreements (12.3), and no new or changed long-term leases (12.4). Section 12.5 adds that after the Seller Disclosure Deadline you may not keep accepting short-term rental bookings without consent.

Section 20.2 puts the risk of damage before Closing from fire, vandalism, flood, earthquake or act of God on you. If repair would cost more than 10% of the purchase price, either side may cancel by written notice, and the earnest money goes back to the buyer.

Check Section 1 before you pack. Section 1.1 includes, if presently owned and in place, items such as window coverings, ceiling fans, water softeners, solar panels, mounted TV brackets, garage door openers and their remotes, the security system, fencing and landscaping. Section 1.2 has boxes for washers, dryers, refrigerators and microwave ovens left for convenience, which pass by a bill of sale. Anything you plan to take has to be listed under Excluded Items in Section 1.3. Section 1.4 includes in the price the water rights or shares that are the legal source of your culinary and irrigation water, unless you exclude them specifically.

Section 9 states whether there ARE or ARE NOT addenda and lists them by number, with boxes for the Seller Financing Addendum, the FHA/VA Loan Addendum and others. Counteroffers in Utah are made on numbered addenda. The state-approved Addendum to Real Estate Purchase Contract can be marked either as an addendum or a counteroffer, and it says its terms control where they conflict with the REPC and prior addenda. It also has its own acceptance time, and "unless so accepted," it lapses.

The Utah Division of Real Estate lists these state-approved forms. Effective dates are from each form's footer as published by the Division:

Buyers' agents often attach other addenda, such as a subject-to-sale addendum referred to in Section 2.2. Those may be forms from a trade association or brokerage rather than state-approved forms. Read every page; under Section 14 an attached addendum is part of the contract.

Keep counteroffers clean. Number each addendum, reference the Offer Reference Date, change only what you mean to change, and set a response time. When several addenda are flying, the latest signed one controls only to the extent it conflicts with earlier ones, so restating the full agreed term (for example, the new price and the new Settlement Deadline together) avoids confusion.

Section 16.1, Buyer Default. If the buyer defaults, you elect one of three remedies:

• Cancel the REPC and keep the earnest money as liquidated damages.
• Keep the earnest money in trust and sue the buyer to specifically enforce the contract.
• Return the earnest money and pursue any other remedies available at law, such as actual damages.

Section 16.2, Seller Default. If you default, the buyer may cancel and, besides getting the deposit back, accept from you liquidated damages equal to the deposit, payable "upon demand"; keep the deposit in trust and sue you to force the sale; or take the deposit back and pursue other remedies at law. Backing out because a better offer came along is the classic seller default. If you want to accept a second offer while under contract, it should be a written backup contract that is expressly conditioned on the first contract being cancelled; the REPC has no backup-offer provision, so have an attorney draft or review it.

Section 15, Mediation, has you check whether disputes SHALL or MAY at the parties' option first go to mediation. The parties jointly appoint a mediator and share the cost. Section 17 awards the prevailing party costs and reasonable attorney fees in litigation or binding arbitration, but not for mediation, and says Utah law governs.

Section 18, Notices: notices must be in writing, signed by the party giving them, and received by the other party, their agent or their brokerage no later than the applicable date. A text message saying "we're out" is weaker than a signed written notice. Ask for signed notices and send them yourself.

When you sell without a listing agent and the buyer has one, the buyer's agent represents the buyer. Section 5 confirms each agent's and brokerage's role, and the seller's agent lines will be blank. No one in the transaction is looking out for your side of these decisions:

• The deadlines in Section 24. Calendar each one, counted as Section 21 describes, with the 5:00 PM Mountain Time cutoff. Short due diligence and financing periods favor you; long ones keep the buyer's exit open.
• The earnest money. Confirm the amount, who holds it, and get written confirmation it was received and deposited. If neither side has a brokerage, use the title company addendum.
• The 8.3(b)(i) amount. This is the part of the deposit you keep if the buyer walks over loan terms before the Financing & Appraisal Deadline.
• The appraisal and sale-of-buyer's-home boxes in 8.2 and 2.2, and any addenda listed in Section 9.
• Section 4.3(e). An amount written here is a promise to pay the buyer's brokerage. Leave it blank or enter a figure you've agreed to; see /selling-costs/buyer-agent-commission/.
• Included and excluded items in Section 1, including water rights or shares under 1.4.
• Possession in Section 3.3 and any rent-back, which must be a separate written agreement.
• Assignment. Under Section 19 the buyer can't assign the REPC without your written consent, except to a business entity in which the buyer holds a legal interest. Adding "and/or assigns" after the buyer's name is your consent only to that kind of transfer.
• Authority of signers. If the buyer or you are a trust, LLC, estate or other entity, Section 13 has the person signing warrant authority. Make sure the right person signs for your side.
• Your own disclosures. Late, incomplete or inaccurate Seller Disclosures are the most common way a seller ends up in a dispute after Closing.

A buyer's agent is entitled to advocate for the buyer, and many are fair and helpful to work with. Still, when the agent drafts a counteroffer, an extension or an earnest money release, read it as a document written for the other side.

Some Utah sellers handle showings and negotiation themselves but list through a licensed brokerage so the home appears on the MLS and the paperwork is managed. JupiDoor is a licensed Utah brokerage that offers this kind of flat-fee "Seller-Managed" option. How flat-fee MLS listing works in Utah is explained at /utah/sell-by-owner/flat-fee-mls/, and pricing strategy is at /utah/sell-by-owner/pricing/.

Before you sign any REPC, counteroffer or release that you don't fully understand, have a Utah real estate attorney review it. An hour of review costs far less than a deadline missed or an earnest money dispute.