Is the seller required to convey all personal property mentioned in a marketing brochure?

QUESTION: I listed a property for sale that closed last week. The buyer’s agent just called and informed me that the sellers had taken with them a small wine refrigerator that the buyers expected to receive as part of the transaction. I reminded her that although her clients had included the large side-by-side refrigerator in paragraph 3 of Form 2-T as personal property that would convey to the buyers, she had not included the wine refrigerator. Her only response was that the buyers assumed it would be included because it was noted in the marketing materials we prepared for the sellers. Were the sellers required to transfer the wine refrigerator to the buyers just because it was mentioned in our marketing materials?

ANSWER: We do not believe the seller was required to transfer the wine refrigerator under these facts.

The Offer to Purchase and Contract (Form 2-T) has several provisions that apply in these scenarios. It is perhaps best to start with paragraph 19, which states:

This Contract contains the entire agreement of the parties, and there are no representations, inducements or other provisions other than those expressed herein. All changes, additions or deletions hereto must be in writing and signed by all parties. Nothing contained herein shall alter any agreement between a REALTOR® or broker and Seller or Buyer as contained in any listing agreement, buyer agency agreement, or any other agency agreement between them. This Agreement or any memorandum thereof shall not be recorded without the express written consent of Buyer and Seller.

In legal terms, provisions like the one highlighted above are called an entire agreement, integration, or merger clause. These clauses mean the signed document represents the final, complete, full, and exclusive agreement between parties. And, more importantly, they invalidate and make null and void all previous discussions, negotiations, or oral agreements. This ensures only the written terms in Form 2-T are legally binding.

Paragraph 3 of Form 2-T provides the parties with an opportunity to identify any personal property to be transferred to the Buyer at closing:

The following personal property present on the Property on the date of the offer shall be transferred to Buyer at closing at no value. Any personal property that is part of the sale should be identified in this paragraph. Buyer is advised to consult with Buyer’s lender to assure that the Personal Property items listed here can be included

The highlighted section of paragraph 3 is a warning that any personal property not listed in paragraph 3 will not convey unless the parties use another agreement (such as Form 320-T).

Form 2-T finally states in paragraph 4(h) that “CLOSING SHALL CONSTITUTE ACCEPTANCE OF THE PROPERTY IN ITS THEN EXISTING CONDITION UNLESS PROVISION IS OTHERWISE MADE IN WRITING.”

Together, these paragraphs in Form 2-T mean that even if an item of personal property is mentioned in an MLS listing, or featured in some marketing brochure, it will not be included in the sale unless it is included in Form 2-T or a separate agreement between the buyer and seller. In your case, there was no separate agreement. Since the buyers’ agent included the side-by-side refrigerator in the blank lines in paragraph 3 and did not include the wine refrigerator, the sellers reasonably concluded that the wine refrigerator was not part of the transaction. It is also worth noting that your facts do not mention the buyers’ objecting to the wine refrigerator’s absence on final walkthrough.

This answer assumes that the wine refrigerator was, in fact, personal property. However, there are times when personal property can actually become a fixture under paragraph 2(a) of Form 2-T. This Q&A discusses the Total Circumstances Test and the factors that help determine if an item is a fixture or not. If there is any argument to make along those lines, then a buyer should be advised to consult with legal counsel. The answer can certainly vary from case to case, but it nevertheless underscores the importance of making sure paragraph 3 includes “any personal property that is part of the sale” as Form 2-T states.

Release Date: 5/7/2026

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