If the contract is assigned to a LLC and the officer who originally made the contract dies, is the entity still contractually obligated to buy?
Yes this happened today.  Last Friday we signed an extension to clear up a survey issue until the November 30th.  One of the buyers was on his way to clear up the survey issue so we could close today if possible. He had a very unfortunate and un-expected heart attack resulting in death.


What now? I'm under a time crush to sell.  Are they still contractually obligated to buy? Am I still contractually obligated to hold it for them?  

How soon is too soon to talk to them about this?  The three investors were kin to each other. The funeral is Wednesday.

I'll be consulting with my attorney tomorrow, but right now I can't sleep.

What are the legal ramifications?  
[{"id": "cxb7roy", "text": "best leave it to the attorney and not worry", "replies": [], "depth": 1}, {"id": "cxbdljy", "text": "Contracts are binding on entities not the individual members of the entity unless that's explicitly stated in the contract. Generally, at least. ", "replies": [], "depth": 1}, {"id": "cxbvnz5", "text": "They likely won't be able to move forward at all until the deceased interests in the LLC are properly resolved.", "replies": [{"id": "cxc1cmf", "text": "Even then, there is the dreaded \"widow card.\"  My mom whipped this out to back out of a deal when her husband died a few days before he was to close on a commercial deal.  Judge told the seller straight up he can't expect to beat that in a civil trial. \n\n", "replies": [], "depth": 2}], "depth": 1}, {"id": "cxciokn", "text": "There are sooo many questions--best to look at the language in the contract. The short answer to your question \"are they obligated to buy\" is probably yes. The long answer is that they will most likely not perform and will be in breach (which should allow you to keep the deposit and resell the property). Was this a standard form PSA or drafted by one of the attorneys? Had the Buyer already waived Due Diligence? This happens a lot more often than you think, that is life.", "replies": [{"id": "cxciq78", "text": "Another add-on comment. Check the language of the contract with regards to assignment. Usually if you have an attorney worth anything, the contract should allow the assignment *not to release the buyer of liability (meaning yes they can put it in an LLC but they're still on the hook to buy). Good luck!", "replies": [], "depth": 2}], "depth": 1}, {"id": "cxl0vku", "text": "Deaths on either side dissolve the contract. As long as the other side can claim that the assigned officer was in control then the contract becomes null &amp; void. Though this can differ depending on the state you're in. I'm citing Florida contract law. You should get an opinion from an attorney as I'm not a lawyer and this is simply my opinion. ", "replies": [], "depth": 1}, {"id": "cxu44hi", "text": "I am curious what became of this? What state are you in?\n\nThanks,\n\nJay", "replies": [{"id": "cxv446o", "text": "I'm in Texas and it all worked out.  They were legally bound, but I'm sure they could have gotten out of it minus the Ernest money had their intentions changed.  Likewise after the time had been exceed, I would have been free to accept another offer.\n\nIn the end, I stuck with them and they formed a new LLC to get around probate.  We drew up a new contract which I allowed them to transfer the Ernest money to and  It closed today.\n\n\n\n", "replies": [], "depth": 2}], "depth": 1}]