NOTICE TO SELLER TO PERFORM (NSP) 

  1. What is the purpose of the NSP form?

Answer:
The Notice to Seller to Perform (NSP) is used by the buyer’s agent, on behalf of the buyer, to demand that the seller complete a required contractual action within a specific time (usually 2 days).
If the seller fails to perform after notice, the buyer gains the right to cancel the purchase contract.

Example: Seller hasn’t delivered disclosures, completed agreed repairs, or provided access for inspections.

  1. When can a buyer issue an NSP?

Answer:
Only when the seller has failed to perform a specific duty already required under the Residential Purchase Agreement (RPA).
The duty must already be due or past due — not something that will be required later.

Example: Seller’s disclosure delivery deadline (7 days after acceptance) passed → Buyer may issue NSP.

  1. What kinds of actions can the NSP demand the seller to perform?

Answer:
Common examples:

  • Deliver Transfer Disclosure Statement (TDS), SPQ, NHD, or other required disclosures.
  • Provide reports (termite, roof, etc.) agreed to in contract.
  • Complete agreed repairs or make property available for inspection.
  • Sign and return escrow instructions or other documents.
  • Provide access for appraisal or final walkthrough.
  • Remove a contingency that seller agreed to clear (rare cases).
  1. How much time does the NSP give the seller to act?

Answer:
By default, 2 calendar days after delivery (the same as the NBP).
However, you may write in a longer or shorter period if both parties agree.

  1. What happens if the seller doesn’t comply within the notice period?

Answer:
If the seller fails to perform within the timeframe, the buyer gains the contractual right to cancel the purchase agreement (see RPA §14G).
The buyer must then issue a Notice of Cancellation (NC) form to officially cancel the transaction.

  1. Does the contract automatically cancel after the NSP expires?

Answer:
❌ No. The contract does not cancel automatically.
The buyer must take action and deliver a Notice of Cancellation if they want to terminate.

  1. Does the buyer lose rights if they don’t cancel after the deadline?

Answer:
Not automatically. The buyer may still keep the contract alive by not canceling, but the NSP only gives them the optionto cancel — not the obligation.

However, waiting too long could weaken their position or waive that right through conduct.

  1. Can the buyer issue more than one NSP?

Answer:
Yes. The buyer may issue separate NSPs for different unperformed obligations.
Example: One for missing disclosures, later another for repairs not completed.

  1. Who signs the NSP form?

Answer:
The buyer (not just the agent) must sign it because it’s an official notice under contract.
The agent can prepare and deliver it, but it’s best practice to get the buyer’s signature for legal enforceability.

  1. Can the NSP be delivered by email or electronically?

Answer:
✅ Yes — if the parties agreed to electronic delivery under RPA §28 (which most do).
Always retain proof of delivery, since the 2-day countdown starts at delivery.

  1. Should the NSP be sent to escrow or just the listing agent?

Answer:
Send it directly to the listing agent (representing the seller), but CC escrow for awareness.
Escrow doesn’t enforce it — they just need to know the transaction status.

  1. What if the seller refuses to acknowledge or respond to the NSP?

Answer:
It doesn’t matter — the notice is effective once delivered.
The seller’s acknowledgment is not required.
After the deadline passes, the buyer may cancel if no performance occurs.

  1. Can the NSP be used to force the seller to close escrow?

Answer:
No. The NSP is used for pre-closing contractual duties, not the closing date itself.
To compel closing, you must use the Demand to Close Escrow (DCE) form, which gives the other party 3 days to close.

  1. What’s the difference between NSP and DCE?
NSP (Notice to Seller to Perform) DCE (Demand to Close Escrow)
Used before closing Used after all contingencies are removed and ready to close
Gives seller 2 days to perform Gives 3 days to close
Buyer may cancel if seller fails Seller or buyer may cancel if escrow doesn’t close
  1. What are the risks of issuing an NSP too early?

Answer:
If the seller’s deadline hasn’t passed yet, the NSP is invalid.
Issuing it prematurely may look unprofessional and could weaken the buyer’s credibility in case of dispute.

Always confirm dates in the RPA before sending.

  1. Can the buyer still perform their own obligations while NSP is active?

Answer:
Yes. The buyer should continue fulfilling their own duties (loan application, inspections, etc.).
Issuing an NSP doesn’t suspend the buyer’s performance — it just holds the seller accountable.

  1. Can the seller cure the issue after the NSP expires but before buyer cancels?

Answer:
Yes. If the seller performs before the buyer issues a Notice of Cancellation, the buyer cannot cancel anymore based on that same issue.
Timing is everything — the right to cancel disappears if the seller cures before the buyer cancels.

  1. Can a buyer withdraw an NSP?

Answer:
Yes. The buyer can rescind or ignore an NSP at any time before cancellation.
It’s a warning notice, not an irreversible demand.

  1. Should the broker review an NSP before sending?

Answer:
✅ Absolutely.
Because this form can trigger cancellation rights, it’s best practice to have the broker verify:

  • The contract section and deadline are correct.
  • The seller’s obligation has actually come due.
  • The 2-day period is reasonable and correctly calculated.
  1. What if the seller refuses to perform even after NSP and cancellation?

Answer:
If the buyer cancels properly, the EMD should be refunded (assuming seller default).
If the seller refuses to release it, the buyer can:

  • File a claim with Mediation/Arbitration (RPA §22), or
  • Pursue Small Claims or Civil Court for damages or EMD release.

Escrow will hold funds until both parties agree or a court orders release.

  1. Can the NSP be used for new construction or probate sales?

Answer:
It can, but use with caution — those contracts often have their own timelines and procedures.
Always review the specific contract type (e.g., NHDS, Probate Addendum, New Construction Addendum) before issuing.

  1. Does issuing an NSP hurt negotiation relationships?

Answer:
It can strain communication if used aggressively.
Agents should explain to the listing side that it’s a procedural form — not a threat — used simply to keep timelines on track.

  1. Is the NSP mandatory before a buyer can cancel?

Answer:
In most cases, yes — if the buyer wants to cancel due to the seller’s failure to perform, they must first give written notice (RPA §14G).
Without the NSP, the seller may argue the buyer didn’t give a fair chance to cure.

  1. Does the 2-day countdown include weekends?

Answer:
Yes — the NSP uses calendar days, not business days.
If the last day falls on a weekend or holiday, the deadline still applies unless extended by mutual consent.

  1. What happens to EMD if buyer cancels using NSP?

Answer:
If the seller truly failed to perform and the buyer followed procedure (issued NSP, waited 2 days, then canceled), the buyer is entitled to EMD refund.
Escrow will need a signed Cancellation of Contract (CC) form to release funds.

✅ Broker Summary

Key Point Explanation
Purpose Gives seller a written deadline to perform a contractual duty
Timing After seller’s performance is due or overdue
Default Period 2 calendar days
Effect Buyer may cancel if seller doesn’t perform
Next Step Issue Notice of Cancellation (NC) if seller fails
Best Practice Verify deadline, proof of delivery, broker review

Disclaimer:
The questions and answers provided are for general guidance only and may not cover all details or apply to every situation. If anything is unclear or you need further clarification, please visit car.org for official resources and the most up-to-date information from the California Association of REALTORS®.