Francisco Ramirez v. Cory Akers

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA FRANCISCO RAMIREZ, MICALEA PEREZ DE RAMIREZ, Plaintiffs, v. CORY AKERS, CLARK ROBERTS, Defendants. PLAINTIFFS PETITION FOR BREACH OF REAL ESTATE CONTRACT Comes now the Plaintiffs, Francisco Ramirez and Micaela Perez de Ramirez (sometimes referred to as "SELLER or SELLERS") and submits their Petition and claims against the Defendant, Cory Akers (sometimes referred to as "BUYER") and Defendant Clark Roberts, Real Estate agent for Defendant Akers. In support of its Petition, Plaintiffs allege and state the following: 1. Plaintiffs are the owners and sellers of certain real estate located in Oklahoma County described as: The North Half (N/2) of the East Half (E/2) Lot SIX (6), of Block TWO (2), of JOHN NELLE ACRES, being a subdivision in Oklahoma County, according to the recorded plat thereof and commonly known as 556 SW 52nd St Oklahoma City, OK 73109 2. Defendant Akers is the buyer of said real estate, and an individual residing in Oklahoma County. 3. Defendant Roberts is the real estate agent for buyer and was the source of all communication between Buyer and Sellers. 4. The Parties entered into an Oklahoma Uniform Contract of Sale of Real Estate for a Residential Sale, on December 31, 2025. (Exhibit 1) 5. The Oklahoma Uniform Contract of Sale of Real Estate for a Residential Sale constitutes a valid and enforceable contract. 6. The agreed purchase price was $150,000.00. (Para. 2) 7. The agreed closing date was February 17, 2026. (Para. 3) 8. According to the Contract, "Time is of the essence". (Para. 16) 9. According to the Contract, the parties are required to attempt mediation prior to filing a lawsuit. (Para. 14) 10. According to the Contract, Plaintiffs’ remedies include but are not limited to specific performance. (Para. 16 B) 11. On February 12, 2026, Defendant Roberts sent formal written notice that Defendant Akers was not going to close. 12. On February 20, 2026, Plaintiffs attempted to set an agreed date for mediation. 13. On February 23, 2026, Defendant Roberts sent notice that Defendant Akers refused to mediate. FIRST CAUSE OF ACTION- BREACH OF CONTRACT No. 1 14. Plaintiffs hereby readopt and reallege each and every allegation contained in the above paragraphs as fully set forth herein, and for their First Cause of Action against the Defendant allege and state the following: 15. Defendant’s notice of refusal to close, constituted a material breach of contract. SECOND CAUSE OF ACTION- BREACH OF CONTRACT No. 2 16. Para 7(A) of the Contract, allows Buyer 10 days, after the contract is signed, to complete investigations, inspections, and reviews. 17. Para 7(C)(2)(a) of the Contract, allows Buyer to cancel the contract, if the investigations, inspections, or reviews are unsatisfactory **or**, the Buyer waives the right to cancel the contract, if the Buyer submits a TTR Form (treatments, repairs, and replacements), Para 7(C)(2)(b). 18. Buyer completed an inspection with a licensed home inspector on January 5, 2026. 19. Buyer submitted a TTR Form to Sellers on January 13, 2026, thereby waiving his right to cancel the contract based on unsatisfactory investigations, inspections, or reviews. 20. Additionally, Para. 7(D) states that if Buyer fails to complete investigations, inspections, or reviews within the allowed (10 days), Buyer accepts the property regardless of its condition. 21. Buyer’s attempt to cancel the Contract, on February 12, 2026, was more than thirty (30) days beyond the (10 days) allowed, was after the Buyer submitted the TTR Form to Sellers (which waived his right to cancel the contract), was in violation of Para 7(C)(2)(b) and Para 7(D), and constitutes a material breach of contract. **THIRD CAUSE OF ACTION – BREACH OF CONTRACT No. 3** 22. Defendant’s refusal to attempt mediation is a violation of Para. 14, and constitutes a material breach of contract. **RELIEF SOUGHT BY PLAINTIFFS** 23. Due to the unique nature of real estate, Plaintiffs seek a judgment and Order compelling Defendant to complete the sale via specific performance. 24. Alternatively, if Plaintiffs find a new buyer, Plaintiffs reserve the right to seek actual damages or any other relief available. WHEREFORE, the Plaintiffs request judgment and an Order against the Defendant Akers, compelling Defendants, Akers and Roberts, to complete the sale via specific performance, or alternatively, a judgement for actual damages, plus interest, costs and attorney's fees. Respectfully submitted, ______________________________ Aaron Corbett, OBA #21953 PO Box 60904 Oklahoma City, OK 73146 Telephone: (405) 326-4196 Facsimile: (405) 525-0248 [email protected] Attorney for Plaintiffs OKLAHOMA REAL ESTATE COMMISSION This is a legally binding Contract; if not understood, seek advice from an attorney. OKLAHOMA UNIFORM CONTRACT OF SALE OF REAL ESTATE RESIDENTIAL SALE CONTRACT DOCUMENTS. The Contract is defined as this document with the following attachment(s): (check as applicable) ☐ Conventional Loan ☑ FHA Loan ☐ VA Loan ☐ USDA ☐ Native American Guaranteed Home Loan Supplement ☐ Assumption ☑ Seller Financing ☑ Proof of Funds or Loan Pre-Qualification Letter ☐ Single Family Mandatory Homeowners' Association ☐ Condominium Association & Townhouse Association ☐ Supplement ☐ Sale of Buyer's Property - Presently Under Contract ☑ Sale of Buyer's Property - Not Under Contract ☐ Cooperative Compensation Supplement Parties. THE CONTRACT is entered into between: Francisco Ramirez & Perez Micaela "Seller" and Cory Akers "Buyer" The Parties' signatures at the end of the Contract, which includes any attachments or documents incorporated by reference, with delivery to their respective Brokers, if applicable, will create a valid and binding Contract, which sets forth their complete understanding of the terms of the Contract. This agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns. The Contract shall be executed by original signatures of the Parties or by signatures as reflected on separate identical Contract counterparts (carbon, photo, fax or other electronic copy). The Parties agree that as to all aspects of this transaction involving documents an electronic signature shall have the same force and effect as an original signature pursuant to the provisions of the Uniform Electronic Transactions Act, 12A, Oklahoma Statutes, Section 15-101 et seq. All prior verbal or written negotiations, representations and agreements are superseded by the Contract and may only be modified or assigned by a further written agreement of Buyer and Seller. The Parties agree that all notices and documents provided for in this contract shall be delivered to the Parties or their respective brokers, if applicable. "Delivery" shall mean the date any notice or Communication required in this Contract is (i) hand delivered to a Party’s broker at the address listed in this Contract; (ii) emailed to a Party’s broker at the email address listed in this contract; (iii) uploaded or electronically submitted to a website, or; (iv) provided to a Party’s broker through any other agreed upon method. Seller agrees to sell and convey by General Warranty Deed, and Buyer agrees to accept such deed and buy the Property described herein, on the following terms and conditions: The Property shall consist of the following described real estate located in Oklahoma __________________________ County, Oklahoma. 1. LEGAL DESCRIPTION. JOHN NELLE ACRES SUB 002 000 N 1/2 OF E 1/2 OF LOT 6 556 SW 52nd St, Oklahoma City, OK 73109 Property Address City Zip Together with all fixtures and improvements, and all appurtenances, subject to existing zoning ordinances, plat or deed restrictions, utility easements serving the Property, including all mineral rights owned by Seller, which may be subject to lease, unless expressly reserved by Seller in the Contract and excluding mineral rights previously reserved or conveyed of record (collectively referred to as “the Property”) 2. PURCHASE PRICE, EARNEST MONEY, AND SOURCE OF FUNDS. This is a CASH TRANSACTION unless a Financing Supplement is attached. The Purchase Price is $150,000 payable by Buyer as follows: Within three (3) days of the Contract being fully executed by the Parties, Buyer, or Buyer’s Broker, if applicable, must deliver $500 as Earnest Money to Titan Title _________________, the holder of the trust account in which it will be deposited, as partial payment of the purchase price and/or closing costs. Buyer shall pay the balance of the purchase price and Buyer’s Closing costs at Closing. If Buyer fails to deliver the earnest money within the time required, Seller may terminate this contract or exercise Seller’s remedies under Paragraph 16, or both, by providing written notice to Buyer or Buyer’s Broker before Buyer delivers the Earnest Money. If the last day to deliver the Earnest Money falls on a Saturday, Sunday, or legal holiday, the time to deliver the Earnest Money is extended until the end of the next day that is not a Saturday, Sunday, or legal holiday. 3. CLOSING, FUNDING AND POSSESSION. The Closing process includes execution of documents, delivery of deed and receipt of funds by Seller and shall be completed on or before 02/17/2026 (“Closing Date”) or such later date as may be Buyer’s Initials JJ Seller’s Initials FR MP Initials are for acknowledgment purposes only necessary in the Title Evidence Paragraph of the Contract. Possession shall be transferred upon conclusion of Closing process unless otherwise provided below: In addition to costs and expenses otherwise required to be paid in accordance with terms of the Contract, Buyer shall pay Buyer's Closing fee, Buyer's recording fees, and all other expenses required from Buyer. Seller shall pay documentary stamps required, Seller's Closing fee, Seller's recording fees, if any, and all other expenses required from Seller. Funds required from Buyer and Seller at Closing shall be paid by cash, cashier's check, wire transfer, or as determined by the provider of settlement services. 4. ACCESSORIES, EQUIPMENT AND SYSTEMS. The following items, if existing on the Property, unless otherwise excluded, shall remain with the Property at no additional cost to Buyer: • Attic and ceiling fan(s) • Bathroom mirror(s) • Other mirrors, if attached • Central vacuum & attachments • Floor coverings, if attached • Key(s) to the property • Built-in and under cabinet/counter appliance(s) • Free standing slide-in/drop-in kitchen stove • Built-in sound system(s)/speaker(s) • Lighting & light fixtures • Fire, smoke and security system(s), if owned • Shelving, if attached • Fireplace inserts, logs, grates, doors and screens • Free standing heating unit(s) • Humidifier(s), if attached • Water conditioning systems, if owned • Window treatments & coverings, interior & exterior • Storm windows, screens & storm doors • Garage door opener(s) & remote transmitting unit(s) • Fences (includes sub-surface electric & components) • Mailboxes/Flag poles • Outside cooking unit(s), if attached • Propane tank(s) if owned • Generator(s) & Solar Panel(s), if owned and attached • TV antennas/satellite dish system(s) and control(s), if owned • Sprinkler systems & control(s) • Swimming Pool/Spa equipment/accessories • Attached recreational equipment • Exterior landscaping and lighting • Entry gate control(s) • Water meter, sewer/trash membership, if owned • All remote controls, if applicable • Transferable Service Agreements and Product Warranties A. Additional Inclusions. The following items shall also remain with the Property at no additional cost to Buyer: B. Exclusions. The following items shall not remain with the Property: 5. TIME PERIODS SPECIFIED IN CONTRACT. Time periods for Investigations, Inspections and Reviews and Financing Supplement shall commence on ____________________________ (Time Reference Date), regardless of the date the Contract is signed by Buyer and Seller. The day after the Time Reference Date shall be counted as day one (1). If left blank, the Time Reference Date shall be the third day after the last date of signatures of the Parties. 6. RESIDENTIAL PROPERTY CONDITION DISCLOSURE. No representations by Seller regarding the condition of Property or environmental hazards are expressed or implied, other than as specified in the Oklahoma Residential Property Condition Disclosure Statement ("Disclosure Statement") or the Oklahoma Property Condition Disclaimer Statement ("Disclaimer Statement"), if applicable. A real estate licensee has no duty to Seller or Buyer to conduct an independent inspection of the Property and has no duty to independently verify accuracy or completeness of any statement made by Seller in the Disclosure Statement and any amendment or the Disclaimer Statement. 7. INVESTIGATIONS, INSPECTIONS AND REVIEWS. A. Buyer shall have ______ days (10 days if left blank) after the Time Reference Date to complete any investigations, inspections, and reviews. Seller shall have water, gas and electricity turned on and serving the Property for Buyer's inspections, and through the date of possession or Closing, whichever occurs first. If required by ordinance, Seller, or Seller's Broker, if applicable, shall deliver to Buyer, in care of Buyer's Broker, if applicable, within five (5) days after the Time Reference Date any written notices affecting the Property. B. Buyer, together with persons deemed qualified by Buyer and at Buyer's expense, shall have the right to enter upon the Property to conduct any and all investigations, inspections, and reviews of the Property. Buyer's right to enter upon the Property shall extend to Oklahoma-licensed Home Inspectors and licensed architects for purposes of performing a home inspection. Buyer's right to enter upon the Property shall also extend to registered professional engineers, professional craftsman and/or other individuals retained by Buyer to perform a limited or specialized investigation, inspection or review of the Property pursuant to a license or registration from the appropriate State licensing board, commission or department. Finally, Buyer's right to enter upon the Property shall extend to any Buyer's Initials Seller's Initials FR IMP other person representing Buyer to conduct an investigation, inspection and/or review which is lawful but otherwise unregulated or unlicensed under Oklahoma Law. Buyer’s investigations, inspections, and reviews may include, but not be limited to, the following: 1. Disclosure Statement or Disclaimer Statement unless exempt 2. Flood, Storm Run off Water, Storm Sewer Backup or Water History 3. Psychologically Impacted Property and Megan's Law 4. Hazard Insurance (Property insurability) 5. Environmental Risks, including, but not limited to soil, air, water, hydrocarbon, chemical, carbon, asbestos, mold, radon gas, lead-based paint 6. Roof, structural members, roof decking, coverings and related components 7. Home Inspection 8. Structural Inspection 9. Fixtures, Equipment and Systems Inspection. All fixtures, equipment and systems relating to plumbing (including sewer/septic system and water supply), heating, cooling, electrical, built-in appliances, swimming pool, spa, sprinkler systems, and security systems 10. Termites and other Wood Destroying Insects Inspection 11. Use of Property. Property use restrictions, building restrictions, easements, restrictive covenants, zoning ordinances and regulations, mandatory Homeowner Associations and dues 12. Square Footage. Buyer shall not rely on any quoted square footage and shall have the right to measure the Property. C. TREATMENTS, REPAIRS AND REPLACEMENTS (TRR). 1. TREATMENT OF TERMITES AND OTHER WOOD DESTROYING INSECTS. Treatment and repair cost in relation to termites and other wood destroying insects shall be limited to the residential structure, garage(s) and other structures as designated in Paragraph 13 of the Contract and as provided in subparagraph C2b below. 2. TREATMENTS, REPAIRS, AND REPLACEMENTS REVIEW. Buyer or Buyer’s Broker, if applicable, within 24 hours after expiration of the time period referenced in Paragraph 7A of the Contract, shall deliver to Seller, in care of the Seller’s Broker, if applicable, a copy of all written reports obtained by Buyer, if any, pertaining to the Property and Buyer shall select one of the following: a. If, in the sole opinion of the Buyer, results of Investigations, Inspections or Reviews are unsatisfactory, the Buyer may cancel the Contract by delivering written notice of cancellation to Seller, in care of Seller’s Broker, if applicable, and receive refund of Earnest Money. OR b. Buyer, upon completion of all Investigations, Inspections and Reviews, waives Buyer’s right to cancel as provided in 7C2a above, by delivering to Seller, in care of Seller's Broker, if applicable, a written list on a Notice of Treatments, Repairs, and Replacements form (TRR form) of those items to be treated, repaired or replaced (including repairs caused by termites and other wood destroying insects) that are not in normal working order (defined as the system or component functions without defect for the primary purpose and manner for which it was installed. Defect means a condition, malfunction or problem, which is not decorative, that will have a materially adverse effect on the value of a system or component). i. Buyer and Seller shall have ______ days (7 days if blank) after the Buyer’s or Buyer’s Broker, if applicable, Delivery of the completed TRR form to negotiate the Treatment, Repair, or Replacement items. If a written agreement is reached, Seller shall complete all agreed Treatments, Repairs, or Replacements prior to the Closing Date at Seller's expense (unless otherwise agreed to in writing). If a written agreement is not reached within the time specified in this provision, Seller and Buyer authorize the holder of the Earnest Money, without any further written consent or authorization from either party, to release the Earnest Money to the Buyer and the Contract shall terminate. Buyer, at Buyer’s sole option may deliver notice to Seller or Seller's Broker, if applicable, no later than the time specific in this provision that Buyer accepts the property in its present condition and will proceed to Closing and all other provisions of the Contract shall remain in full force and effect. D. EXPIRATION OF BUYER’S RIGHT TO CANCEL CONTRACT. 1. Failure of Buyer to complete one of the following within the time periods in Investigations, Inspections, or Reviews Paragraph shall constitute acceptance of the Property regardless of its condition: a. Perform any Investigations, Inspections or Reviews; b. Deliver a written list on a TRR form of items to be treated, repaired and replaced; or c. Cancel the Contract 2. After expiration of the time periods in Investigations, Inspections and Reviews Paragraph, Buyer's inability to obtain a loan based on unavailability of hazard insurance coverage shall not relieve the Buyer of the obligation to close transaction. 3. After expiration of the time periods in Investigations, Inspections and Reviews Paragraph, any square footage calculation of the Buyer's Initials FR Seller's Initials MP Initials are for acknowledgment purposes only dwelling, including but not limited to appraisal or survey, indicating more or less than quoted, shall not relieve the Buyer of the obligation to close this transaction. E. INSPECTION OF TREATMENTS, REPAIRS AND REPLACEMENTS AND FINAL WALK-THROUGH. 1. Buyer, or other persons Buyer deems qualified, may perform re-inspections of Property pertaining to Treatments, Repairs and Replacements. 2. Buyer may perform a final walk-through inspection, which Seller may attend. Seller shall deliver Property in the same condition as it was on the date upon which Contract was signed by Buyer (ordinary wear and tear excepted) subject to Treatments, Repairs and Replacements. 3. All inspections and re-inspections shall be paid by Buyer, unless prohibited by mortgage lender. 8. RISK OF LOSS. Until transfer of Title or transfer of possession, risk of loss to the Property, ordinary wear and tear excepted, shall be upon Seller; after transfer of Title or transfer of possession, risk of loss shall be upon Buyer. (Parties are advised to address insurance coverage regarding transfer of possession prior to Closing). 9. ACCEPTANCE OF PROPERTY. Buyer, upon accepting Title or transfer of possession of the Property, shall be deemed to have accepted the Property in its then condition. No warranties, expressed or implied, by Sellers, Brokers and/or their associated licensees, with reference to the condition of the Property, shall be deemed to survive the Closing. 10. TITLE EVIDENCE. A. SELLER’S EXPENSE. Seller, at Seller’s expense shall complete within thirty (30) days prior to Closing Date, agrees to make available to Buyer the following: 1. A complete and current surface-rights-only Abstract of Title, certified by an Oklahoma-licensed and bonded abstract company; OR A copy of Seller's existing owner's title insurance policy issued by a title insurer licensed in the State of Oklahoma together with a supplemental and current surface-rights-only abstract certified by an Oklahoma-licensed and bonded abstract company; 2. A current Uniform Commercial Code Search Certificate. B. BUYER’S EXPENSE. Buyer, at Buyer’s expense, shall obtain: (check one) ☑ Commitment for issuance of a title insurance policy based on an Attorney’s Title Opinion which is rendered for the title insurance purposes for the Owner’s or Lender’s title insurance policy. ☐ Attorney's Title Opinion, which is not rendered for title insurance purposes. C. LAND OR BOUNDARY SURVEY OR REPORT. Seller agrees that Buyer may have a licensed survey or enter upon the Property to perform: (check one) ☑ a Mortgage Inspection Report, or ☐ a Pin Stake / Boundary Survey ☐ Buyer elects not to receive any Mortgage Inspection Report or Pin Stake / Boundary Survey, unless required by Title or law The expense of the Mortgage Inspection Report or Pin Stake / Boundary Survey shall be paid by: (check one) ☑ Buyer ☐ Seller D. BUYER TO EXAMINE TITLE EVIDENCE. The (1) Abstract of Title, (2) Commitment for Title Insurance or Attorney’s Title Opinion, (3) the Uniform Commercial Code Search Certificate, and (4) the Survey or Mortgage Inspection Report, if selected, collectively constitutes the “Title Evidence”. 1. Buyer shall have ten (10) days after receipt to examine the Title Evidence and to deliver Buyer's objections or requirements to Title to Seller or Seller’s Broker, if applicable. In the event the Title Evidence is not made available to Buyer within ten (10) days prior to Closing Date, said Closing Date shall be extended to allow Buyer the ten (10) days from receipt to examine the Title Evidence and to deliver Buyer's objections or requirements to Title to Seller or Seller’s Broker, if applicable. 2. Buyer agrees to accept title subject to: (i) utility easements serving the property, (ii) building and use restrictions of record, (iii) set back and building lines, (iv) zoning regulations, and (v) reserved and severed mineral rights, which shall not be considered objections for requirements of Marketable Title. E. SELLER TO CORRECT ISSUES WITH TITLE (IF APPLICABLE), POSSIBLE CLOSING DELAY. Upon receipt by Seller, or in care of Seller’s Broker, if applicable, of any title requirements reflected in an Attorney’s Title Opinion or Title Insurance Commitment, based upon the standards of marketable title set out in the Title Examination Standards of the Oklahoma Bar Association, the Parties agree to the following: 1. At Seller’s option and expense, Seller may cure title requirements identified by Buyer; and 2. Delay Closing Date for _____ days (30 days if left blank), beyond the Closing Date referenced in Paragraph 3, or a longer period as may be agreed upon in writing, to allow Seller to cure Buyer's Title requirements. In the event Seller cures Buyer's objection prior to the delayed Closing Date, Buyer and Seller agree to close within five (5) days of notice of such cure. In the event that Title requirements are not cured within the time specified in this subparagraph, the Buyer may cancel the Contract and Seller and Buyer authorize the holder of the Earnest Money to release the Earnest Money to the Buyer and the Contract shall terminate. F. Upon Closing, any existing Abstract(s) of Title owned by Seller, shall become the property of Buyer. 11. TAXES, ASSESSMENTS AND PRORATIONS. A. General ad valorem taxes for the current calendar year shall be prorated through the date of closing, if certified. However, if the amount of such taxes has not been fixed, the proration shall be based upon the rate of levy for the previous calendar year and the most current assessed value available at the time of Closing. B. The following items shall be paid by Seller at Closing: (i) Documentary Stamps; (ii) all utility bills, actual or estimated; (iii) all taxes other than general ad valorem taxes which are or may become a lien against the Property; (iv) any labor, materials, or other expenses related to the Property, incurred prior to Closing which is or may become a lien against the Property. C. At Closing all leases, if any, shall be assigned to Buyer and security deposits, if any, shall be transferred to Buyer. Prepaid rent and lease payments shall be prorated through the date of Closing. D. If applicable, membership and meters in utility districts to include, but not limited to, water, sewer, ambulance, fire, garbage, shall be transferred at no cost to Buyer at Closing. E. If the property is subject to a mandatory Homeowner’s Association, dues and assessments, if any, based on most recent assessment, shall be prorated through the date of Closing. Any fees or costs associated with a statement of Homeowner’s Association proof of current status and/or transfer of Homeowner’s Association membership would be at expense of Seller. F. All governmental and municipal special assessments against the property (matured or not matured), not to include Homeowner’s Association special assessments, whether or not payable in installments, shall be paid in full by Seller at Closing. 12. RESIDENTIAL SERVICE AGREEMENT. (check one) A. ☑ The Property shall not be covered by a Residential Service Agreement. B. ☐ Seller currently has a Residential Service Agreement in effect on the Property. Seller, at Seller’s expense, shall transfer the agreement with one (1) year coverage to the Buyer at Closing. C. ☐ The Property shall be covered by a Residential Service Agreement selected by the Buyer at an approximate cost of $_______________. Seller agrees to pay $_______________. and Buyer agrees to pay the balance. The Seller and Buyer acknowledge that the real estate broker(s) may receive a fee for services provided in connection with the Residential Service Agreement. Buyer acknowledges that a Residential Service Agreement does not replace/substitute Property inspection rights. 13. ADDITIONAL PROVISIONS. SELLER TO PROVIDE FULL BARRIER TREATMENT IF WOOD DESTROYING ORGANISMS ARE FOUND DURING INSPECTION BUYERS TO ASSUME THE CURRENT CONTRACT FOR INCLUDED SOLAR PANELS 14. MEDIATION. Any dispute arising with respect to the Contract shall first be submitted to a dispute resolution mediation system servicing the area in which the Property is located. Any settlement agreement shall be binding. In the event an agreement is not reached, the Parties may pursue legal remedies as provided by the Contract. 15. CHOICE OF LAW AND FORUM. This Contract shall be governed by and construed in accordance with the laws of the State of Oklahoma, without giving effect to any choice of law or conflict of law rules or principles that would cause the application of the laws of any jurisdiction other than the State of Oklahoma. The Parties agree that any legal action brought for any disputes, claims, and causes of action arising out of or related to this Contract shall be decided in a Oklahoma State Court in the County in which the Property is located or a Federal Court having jurisdiction over the County in which the Property is located. 16. BREACH AND FAILURE TO CLOSE. Seller or Buyer shall be in breach of this Contract if either fails to comply with any material covenant, agreement, or obligation within the time limits required by this Contract. TIME IS OF THE ESSENCE IN THIS CONTRACT. A. UPON BREACH BY SELLER. If the Buyer performs all of the obligations of Buyer, and Seller fails to convey the Title or fails to perform any other obligations of the Seller under this Contract, then Buyer shall be entitled to: (i) terminate this Contract upon delivery of written notice of termination to Seller, or Seller's Broker, if applicable, return the abstract to Seller and receive a refund of the Earnest Money, or (ii) pursue any other remedy available at law or in equity, including specific performance. B. UPON BREACH BY BUYER. If at any time prior to closing the Buyer's Earnest Money should fail for lack of delivery or lack of collection pursuant to Paragraph 2, then Seller may, at Seller's option, elect to do one of the following: (i) terminate this Contract upon delivery of written notice of termination to Buyer, or Buyer's Broker, if applicable, (ii) pursue any other remedy available at law or in equity, or (iii) enter into a written agreement between Buyer and Seller modifying the terms of Paragraph 2 to cure the lack of delivery or lack of collection of the Earnest Money. If, after the Seller has performed Seller's obligation under this Contract, and Buyer fails to provide funding, or fails to perform any other obligations of the Buyer under this Contract, then the Seller may, at Seller's option, cancel and terminate this Contract and retain all sums paid by the Buyer, but not to exceed 5% of the purchase price, as liquidated damages, or pursue any other remedy available at law or in equity, including specific performance. 17. INCURRED EXPENSES AND RELEASE OF EARNEST MONEY. A. INCURRED EXPENSES. Buyer and Seller agree that any expenses, incurred on their behalf, shall be paid by the Party incurring such expenses and shall not be paid from Earnest Money. B. RELEASE OF EARNEST MONEY. Except where the release of Earnest Money is authorized by the Parties under Section 7.C.2.b.i. and Section 10.E.2, in the event a dispute arises prior to the release of Earnest Money held in escrow, the escrow holder shall retain said Earnest Money until one of the following occur: 1. A written release is executed by Buyer and Seller agreeing to its disbursement; 2. Agreement of disbursement is reached through Mediation; 3. Interpleader or legal action is filed, at which time the Earnest Money shall be deposited with the Court Clerk; or 4. The passage of thirty (30) days from the date of final termination of the Contract has occurred and options 1), 2) or 3) above have not been exercised; Broker escrow holder, at Broker's discretion, may disburse Earnest Money. Such disbursement may be made only after fifteen (15) days written notice to Buyer and Seller at their last known address stating the escrow holder's proposed disbursement. 5. In the event Earnest Money is held in escrow at a title company, the Earnest Money may only be released pursuant to paragraph 17(B)(1), (2), or (3). 18. DELIVERY OF ACCEPTANCE OF OFFER OR COUNTEROFFER. The Buyer and Seller authorize their respective Brokers, if applicable, to receive delivery of an accepted offer or counteroffer, and any related addenda and/or documents. 19. NON-FOREIGN SELLER. Seller represents that at the time of acceptance of this contract and at the time of Closing, Seller is not a "foreign person" as such term is defined in the Foreign Investments in Real Property Tax Act of 1980 (26 USC Section 1445(f) et. Sec) ("FIRPTA"). If either the sales price of the property exceeds $300,000.00 or the buyer does not intend to use the property as a primary residence then, at the Closing, and as a condition thereto, Seller shall furnish to Buyer an affidavit, in a form and substance acceptable to Buyer, signed under penalty of perjury containing Seller's United States Social Security and/or taxpayer identification numbers and a declaration to the effect that Seller is not a foreign person within the meaning of Section "FIRPTA." 20. BUYER AFFIDAVIT COMPLIANCE. Buyer represents that at the time of submission of this purchase offer and at the time of Closing, Buyer is either (a) a U.S. Citizen, Native American, or non-citizen / alien who is or shall become a bona fide resident of the State of Oklahoma, or (b) a business entity or trust in compliance with 60 O.S. § 121—122. Buyer further represents that Buyer is eligible to execute the required Affidavit of Land or Mineral Ownership provided by the Attorney General of the State of Oklahoma as required by 60 O.S. § 121. 21. TERMINATION OF OFFER. The above Offer shall automatically terminate on 12/31/2025 at 12 [ ] a.m. / [x] p.m. (check one), unless withdrawn prior to acceptance or termination. OFFER REJECTED AND SELLER IS NOT MAKING A COUNTEROFFER [ ] Sellers Signature Buyer's Initials OA Seller's Signature FR MP initials are for acknowledgment purposes only 22. EXECUTION BY PARTIES. AGREED TO BY BUYER: Cory Akers Buyer's Printed Name Cory Akers Buyer's Signature AGREED TO BY SELLER: Francisco Ramirez 12/31/25 Francisco Ramirez & Perez Micaela Seller's Printed Name Francisco Ramirez Seller's Signature Micaela Perez de Ramirez 12/31/25 Seller's Printed Name Micaela Perez de Ramirez Seller's Signature ASSOCIATE INFORMATION BUYER'S BROKER/ASSOCIATE: CLARK ROBERTS 210543 Name and OREC Associate License Number Hamilwood Realty OREC Company Name 071119 OREC Company License Number 2500 Cedar Park Drive Oklahoma City, 73120 Company Address 405-631-2882 Company Phone Number [email protected] Associate Email 6613730940 Associate Phone Number SELLER'S BROKER/ASSOCIATE: McKlein Aguierre 183847 Name and OREC Associate License Number Prestige Real Estate Services OREC Company Name 73508 OREC Company License Number 1401 S Douglas Blvd # Q, Midwest City, OK 73130 Company Address 405-737-0202 Company Phone Number [email protected] Associate Email 405-822-7387 Associate Phone Number