[CT] If a buyer says they’re withdrawing from a valid contract but I see no legal basis for cancellation, what can I do?

Lexi, Chatbot

I understand the importance of reviewing your contract. Can you please provide more details about the specific issue you are facing?

Lexi, Chatbot

Are there any specific clauses or terms in the contract that are causing concern or confusion?

Lexi, Chatbot

Is there anything else the lawyer should know before I connect you? Rest assured, they’ll be able to help with your breach of contract.

Jon

Hello, and thank you for reaching out! I’m Jon, a licensed attorney with over 13 years of experience, and I’m here to help. I know legal matters can feel overwhelming, but you’re in good hands. I’ll do my best to make things clear and provide you with the guidance you need. Let’s work together to find the right solution for your situation.

What type of contract is this?

Jon

In what state?

Jon

And you want to know what your options are if the buyer is withdrawing with no reason? Did they put money down when signing — a deposit?

Jon

Understood! I think I have all the information I need, but is there anything else you’d like to add before I get started on your answer? If not, I’ll begin working on a response for you right away.

Jon

I have no way via this system to see documents, sorry to say. I assume it’s the standard form contract, though.

Just give me a few minutes to type out a thorough response for you — I want to make sure I cover everything carefully.

Jon

Because there was no deposit paid, your situation becomes more complex under Connecticut property and contract law.

1. Contingencies Control Whether Withdrawal Is Allowed

In Connecticut, a buyer may withdraw without penalty if their cancellation is permitted under a valid contingency in the Purchase and Sale Agreement (P&S). Common contingencies include:

• Appraisal contingency
• Financing (mortgage) contingency
• Inspection contingency
• Attorney review contingency (less common, but used in some contracts)

If the appraisal came in below the contract price, and the P&S contains a standard appraisal clause, the buyer’s withdrawal is typically valid and the contract terminates without breach.

Connecticut standard form contracts often incorporate appraisal and financing contingencies by reference, and their deadlines are enforceable under Connecticut contract law (see McClain v. Kimbrough, 201 Conn. 489 (1986)).

2. Withdrawal Without a Valid Contingency May Be a Breach

If the buyer canceled for a reason not permitted by the contract, that may constitute a breach of contract. Under Connecticut law, a breach occurs when:

• A party fails to perform a contractual duty,
• Without legal justification, and
• Causes financial harm to the other party.

See: Ravitch v. Stollman Poultry Farms, Inc., 165 Conn. 135 (1973).

Your challenge is that without a deposit, you lack the normal remedy of retaining the earnest money as liquidated damages.

To recover damages, you would have to pursue a civil action for breach, which may include:

• Additional carrying costs,
• Difference between the contract price and future sale price,
• Reasonable reliance damages (e.g., inspections, title work),
• And any direct financial losses caused by the cancellation.

However, this requires litigation — there is no automatic recovery.

3. The Lack of an Earnest Money Deposit Changes the Remedy

In most Connecticut transactions, the deposit serves as the seller’s primary remedy if the buyer defaults. Because the deposit was delayed pending the appraisal, you do not have immediate access to that remedy.

This makes it essential to determine:

• Whether the buyer’s withdrawal fits a valid contingency,
• Whether contingency deadlines were properly followed,
• Whether the buyer acted in good faith (a requirement in Connecticut real estate contracts).

4. Your Immediate Next Steps

A. Review the Contract Carefully

Focus on:

• Appraisal contingency language
• Financing contingency deadlines
• Inspection contingency terms
• Notice requirements (email, written notice, etc.)
• Any “escape clauses” or buyer protections

The exact wording will determine your legal options.

B. Identify the Buyer’s Stated Reason for Withdrawing

The buyer must rely on a contractually permitted justification. If the stated reason does not fall within a contingency or deadline, it strengthens a breach claim.

C. Consult a Connecticut Real Estate Attorney

Connecticut attorneys regularly deal with:

• Disputed buyer withdrawals
• Failed contingencies
• Deposits not yet paid
• Breach and damages claims

They can advise whether negotiation, a release, or legal action is the most cost-effective path.

At the end of the day, what really matters is whether the buyer had a valid contractual reason to walk away. If their withdrawal fits one of the contingencies in your Purchase and Sale Agreement — like the appraisal or financing clause — then the contract simply ends and neither side is at fault. But if they pulled out for a reason that isn’t supported by the contract, then you may be looking at a breach, even though enforcing your rights becomes trickier without a deposit already in escrow. That’s why the most important next step is to take a close look at the contract and pinpoint exactly why the buyer backed out. Once you know that, a Connecticut real estate attorney can help you decide whether to negotiate, release the buyer, or actually pursue damages, so you can move forward with the clearest and most cost-effective plan.