CaseMark Bill of Sale
Drafts a jurisdiction-aware U.S. Bill of Sale transferring personal property ownership from seller to buyer.
Prerequisites
Collect before drafting:
- Property — type, make, model, year, serial/VIN/HIN, condition, mileage (vehicles)
- Parties — full legal names, addresses, capacity (individual or entity)
- Terms — purchase price, payment method, deposit, closing/delivery date
- Condition basis — as-is or seller warranty (scope and duration)
- Jurisdiction — state of sale (governs notarization, witnesses, title transfer)
- Lien status — existing liens, security interests, or encumbrances
Document Sections
Draft in this order:
| Section | Content |
|---|---|
| Recitals | Date, party names/addresses, property identification |
| Consideration | Price (numeral + written), payment method, receipt acknowledgment |
| Transfer of Ownership | Conveyance language, effective date, delivery terms |
| Condition | As-is disclaimer (must be conspicuous) OR limited warranty with scope/duration |
| Title Warranty | Clear and marketable title, authority to sell |
| Lien Release | Free of encumbrances, or disclosure of exceptions |
| Risk of Loss | When risk passes (typically delivery or execution) |
| Indemnification | Seller indemnifies against pre-closing claims |
| Governing Law | State; dispute resolution forum |
| Signatures | Seller + date, buyer + date, notary block if required |
Property-Type Addenda
| Type | Additional Requirements |
|---|---|
| Motor Vehicle | VIN, odometer disclosure per 49 U.S.C. § 32705 [VERIFY], state DMV form |
| Watercraft | HIN, USCG documentation number if federally documented, state registration |
| Firearms | Note federal FFL dealer-transfer requirements; never draft as private-transfer workaround |
| Business Equipment | Itemized asset schedule as Exhibit A; serial numbers; software license assignments |
| Livestock | Brand/tag ID, health certificates, breed registration if applicable |
Workflow
- [ ] Collect all prerequisites from client
- [ ] Identify property type and select applicable addenda
- [ ] Draft document sections in order above
- [ ] Apply jurisdiction-specific execution requirements (notarization, witnesses)
- [ ] If as-is: make disclaimer conspicuous (bold, caps, or set apart) per UCC § 2-316
- [ ] If entity seller: confirm signatory authority (corporate resolution or operating agreement)
- [ ] If multi-asset: attach itemized Exhibit A, incorporate by reference
- [ ] Flag sales/use tax obligation to buyer (do not advise on tax liability)
- [ ] Review for scope creep — bill of sale should not double as security agreement or financing statement
Pitfalls
- Odometer disclosure: Federal law requires written disclosure for most vehicles under 10 model years old — include or attach the federal form [VERIFY current requirements]
- Notarization: Required by some states for vehicle title transfers (AL, LA, MD, MT, NH, WV, WY) [VERIFY per state DMV] — flag based on jurisdiction
- Witnesses: Several states require one or two witnesses on personal property transfers — confirm per jurisdiction
- As-is conspicuousness: UCC § 2-316 requires as-is disclaimers be conspicuous to disclaim implied warranties — failure to set apart risks unenforceability
- Firearms: Never draft a bill of sale that bypasses federally required FFL dealer involvement for regulated transfers
- Scope: Keep bills of sale clean — draft security agreements and financing statements separately