## Q49 key (Deposit After Missed Closing)

1. Adrian lost the financing contingency by late application and failure to terminate within 20 days. Financing denial on day 24 does not excuse closing. Missed: the defense rests on an expired condition.
2. Six percent is within the 10 percent presumption, was negotiated at arm's length, and addressed losses hard to estimate when the property left the market. It is enforceable, not a penalty. Missed: later market loss is used under the wrong time frame.
3. Later actual damages do not invalidate or enlarge the agreed sole remedy. The seller cannot stack resale loss or carrying cost. Missed: Adrian is exposed to the actual-loss demand despite the cap.
4. Liquidated damages equal 6 percent of $1,800,000 = $108,000. The seller holds $90,000, so Adrian owes an additional $18,000. Missed: the shortfall is calculated as $112,000 or capped incorrectly at the deposit.
5. Sole-remedy language bars actual damages and specific performance. No supplied fee basis permits attorney fees. Missed: settlement pays remedies the contract excludes.
6. Offer the $18,000 shortfall for a release and dismissal. Litigate only if the seller insists on more, while avoiding an unsupported financing defense. Missed: Adrian spends more defending the one amount clearly due or concedes $202,000.