A retrade in real estate is a buyer's request to lower the price or change the terms after both sides have already agreed to them, usually during the inspection period and before the buyer's deposit becomes non-refundable. For an RV park owner, the request tends to arrive several weeks after a handshake, once a buyer's electrician has walked every pedestal and the county has sent over the health department file. The request may rest on something you did not know about your own septic field. It may also rest on nothing new at all.

What is a retrade in real estate?

Allen Buchanan of the Orange County Register describes it as a price-reduction request made well into the purchase, before closing and before the buyer is free of contingencies. Older commercial data suggests retrades are common: in CBRE research reported by Trepp in January 2017, 30% of 116 tracked sales were re-traded, with reductions averaging 2.95%. We found no published RV-park-specific retrade data.

What a retrade means for you depends on what you have signed:

  • Letter of intent (LOI): Venn Law Group describes LOIs as usually non-binding apart from confidentiality and exclusivity obligations, and Thomson Reuters notes that key economic terms "are customarily treated as non-negotiable once the LOI is signed." Because many LOIs are non-binding on price, a buyer who moves off the LOI price may face a reputational cost rather than a contract claim, though some states and some LOI wording create enforceable obligations.
  • Executed purchase agreement: This is a binding contract with deadlines, a deposit and defined termination rights. Baker Donelson explains that a buyer may typically terminate for any reason before the due diligence period expires. A buyer who retrades at this stage often relies on that termination right.

Whether an LOI binds anyone depends on its wording and state law, so have an attorney review it before you sign.

Why might the price change during due diligence?

Most retrade real estate discussions involve commercial property, where buyers may revise a price after inspections, financial review, title review, appraisal or financing review. In a campground, buyers may revise their numbers based on findings about:

  • Verified financial results: Buyers and their lenders typically underwrite to verified net operating income (NOI), the income left after operating expenses. Frank Rolfe of RVParkStore advises reviewing at least three years because one year cannot show a seasonal park's performance. Buyers reconcile reservation exports with processor reports. They also check these against bank deposits.
  • Actual site count: A lower permitted count can lower the appraised value. Outdoor Hospitality Weekly described a listing of 120 sites against 95 in reality, and broker Landan Dory of North Star says, "The appraiser only credits what's permitted." Septic design flow and transformer capacity can also cap rentable sites below the advertised count.
  • Property condition: Buyers commonly review septic, wells, pedestals, roads and drainage. One practitioner guide from Wild Property estimates deferred road and sewer work "commonly runs $75,000–$300,000+"; treat that as a field estimate, not association research.
  • Title and permits: Unresolved title problems can stall a closing. First American explains that liens and gaps in the chain of title become "requirements" on the title commitment: "Generally the seller must fix a requirement so the sale can proceed, or let the buyer out."
  • Financing assumptions: A low appraisal or unverifiable NOI means more buyer cash or a lower price. Realmo, a lender-metrics guide, notes that lenders size a loan to the lesser of price or appraised value.

New information versus unexplained price pressure

M&A adviser Alex Lubyansky, on his firm's blog, draws the line at whether a request "is tied to a specific finding that differs from what was represented before the LOI"; otherwise "it is a retrade, not an adjustment." IndustryPro, another business-sale resource, makes the same distinction from the seller's side: a buyer pointing at data you already provided "in the same form" has not made a finding. "That's leverage." Lubyansky, whose work focuses on business sales, treats late timing and vague justification as signs of pressure without evidence. He also flags repeated last-minute demands.

Not every revised offer is misconduct. Brian Rosen of Accesso, writing in GlobeSt, called the retrade request common and "a legitimate negotiating tool," and reserved "bogus retrading" for buyers who find cheaply repairable deficiencies and wait until weeks before closing to demand a deep discount.

How can an RV park seller reduce avoidable surprises?

Much of a buyer's legitimate leverage comes from the gap between what was represented and what was found. Owners narrow that gap mainly through disclosure, and repairs can wait. Attorney Casey McKay of MC Law puts it plainly: "Disclose thoroughly; a disclosed problem is a priced problem, an undisclosed one is an indemnity claim."

  • Sharing records as they are: Lenders typically want three years of tax returns (Live Oak). If your history lives in a reservation export and a box of deposit slips, you might mention it in the first conversation rather than the fifth.
  • Naming the utility issues you live with: It can help to list the septic pump-out dates and the two pedestals that trip under 50-amp load every July. Include the well test you last ran in 2023, too. Colorado's commercial disclosure form asks about septic permits and pumping dates and whether electrical problems have "EVER EXISTED."
  • Saying what you do not know: If the county license count has not been checked since you added the overflow field, it is worth flagging. Wild Property recommends written confirmation of the permitted count, and Rolfe suggests requesting a Certificate of Zoning.
  • Agreeing on a review process in writing: Put in writing when diligence ends and what you deliver by which deadlines. Also specify when the deposit goes hard (becomes non-refundable). Buchanan cites 30–45 days as a typical contingency window, and MC Law notes the clock often starts only when the seller delivers required materials.

Lunspro, a Florida inspection firm, advises that a pre-listing inspection "should not automatically trigger a full repair program." Arizona's commercial disclosure advisory says sellers generally need not correct disclosed defects, though duties vary by state and contract.

How to assess a proposed revision

Ask for the finding, its dollar impact and the calculation, in writing.

Common responses:

  • Seller repair: The agreement typically gives you a set period to fix the item. Midwood Asset Management says experienced operators "almost always" prefer credits instead.
  • Closing credit: Realmo's example, an $85,000 credit instead of a price cut, keeps the loan amount intact; MaxLife notes some lenders limit credits.
  • Escrow holdback: The escrow agent holds part of your sale proceeds until a specific issue is resolved. One guide on holdbacks warns that without defined release timing, documentation, a decision-maker and a maximum duration, holdbacks turn into post-closing disputes.
  • Price or terms change: A price cut is clean and permanent, and because lenders size loans to the lesser of price or appraised value, it can reduce the buyer's loan. A credit and a price cut may be treated differently for tax purposes, so ask your CPA before choosing. Revised terms can instead change timing or deposit amounts; review any change with counsel.
  • Ending discussions: Refusing outright can lead a buyer to terminate, so review that choice with counsel.

An illustrative campground example

Cedar Bend is a fictional 58-site park that goes under contract on the basis of 58 rentable sites and three seasons of reservation exports.

On day 30 of a 45-day inspection period, the buyer's attorney pulls the county health department file. The license lists 50 sites. The owner added eight sites along the back fence in 2019 without filing an amended plan, and the septic design covered the original 50.

  • The finding: The buyer sends a written request attaching the license and the septic design flow. A third attachment notes that the lender's appraiser will credit only permitted income. The buyer raises this documented finding with two weeks left.
  • The options: The parties could address licensing by making an amended license a closing condition or releasing a holdback when the license issues. Alternatively, they could reset the price to 50 permitted sites. The right option depends on county amendment rules and the buyer's loan structure.

Had the owner said in the first call that they had never licensed the back eight, the buyer could have priced the park on 50 sites from the start, and the late request would likely have been less disruptive.

What an early conversation can clarify

In an early conversation, we can separate what you know about your park from what nobody has checked. We also distinguish documented facts from undocumented ones. We cannot promise that an agreed price will never change; careful verification protects both sides.

Our process is "A Conversation, in Three Steps".

  • We learn about the park and discuss what matters to you. Then we explore whether there is a fit. You do not need a fixed timeline, a formal valuation, complete records or a broker to start.
  • If mutual interest develops, we may visit the property, review the business with you, discuss transition options and agree on sensible next steps.

A sale is personal as well as financial. What you share early about staff and regular guests can matter as much as the septic file. So can what you want the park to keep.

FAQ and next step

The questions below cover whether a retrade signals bad faith and how records gaps can affect terms. They also explain when an offer binds and whether repairs need to come before a conversation.

Are all retrades bad faith?

  1. A revision tied to a documented finding is ordinary diligence. A late demand with no link to a specific finding is the clearest sign of pressure without evidence.

Can records gaps change terms?

Yes, because a buyer's lender sizes the loan to verified income. Many campground records are informal or incomplete, which is normal and workable; raising gaps early gives everyone time to plan around them.

Is an offer binding?

An LOI is generally non-binding on price and terms, though confidentiality and exclusivity clauses often bind. A signed purchase agreement is binding subject to its contingencies, with enforceability turning on the exact wording and state law.

Must I fix issues before talking?

  1. Maintenance records and a contractor's evaluation can document condition and let a buyer price the issue without a full repair program first.

If you are beginning to think about what comes next for your park, start a conversation. You do not need to have the timing or structure figured out. If email is easier, write to George at george@dirt.ventures and tell us a little about your park.