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Carefully consider what you leave to do post-closing

It's not uncommon for a seller and buyer to close a deal leaving some items left to be addressed after closing.  A new case out of the Florida's 1st DCA indicates that closing without having an agreed-upon allocation of the consideration between the real and personal property can result in an assessment of documentary stamp tax on the entire purchase price.  In the 1701 Miami v. Department of Revenue case (2021 Fla. App. LEXIS 6988), the property consisted of a hotel business -- personal property was a significant part of the transaction.  The parties closed the deal without agreeing upon an allocation of the purchase price between the real property (subject to doc stamps) and personal property (not subject to doc stamps).  Seller submitted proof of the value allocation between the real and personal property and requested a refund of the doc stamps paid on the personal property.  The court sustained the Department of Revenue's denial of a refund despite the proof tendered by seller supporting the proposed allocation.  The failure to agree on the allocation before closing cost the seller almost $500,000 in doc stamps (not to mention attorneys' fees). A word to the wise - don't kick the can down the road on allocating the purchase price.  


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