There are a number of things to consider in the contract - and you guys DO have a written Purchase Agreement versus just making stuff up ad hoc - right?

Both parties need to understand that this is an INSPECTION unless they agree otherwise (annual, phase X completion, etc.) as part of the Agreement. As a result, if the aircraft was airworthy and current when it came into the facility, there is no reason it cannot fly out of the facility - presuming the bills have been paid. At issue are the discrepancies. The Purchase Agreement should indicate who addresses the discrepancies and hopefully both parties agree to focus on the airworthiness items or items that would need to be addressed at the current or next phase or annual. Really good shops usually stop if they find something suspicious and state that going further is going to cost more giving one or both parties the option.

No seller wants to spend time and money moving the aircraft, having the aircraft opened up going through the "inspection" only to have the buyer walk away because of a very minor issue (not even an airworthiness issue) AND leaving the seller stuck with the bill. The seller also doesn't want to be on the hook for a major repair that they may be unaware of - or being left with a bill that the buyer promised to pay but didn't. These scenarios can and should be addressed in the Purchase Agreement.

No buyer wants to put money into a deal that is non-refundable if the aircraft is not "as advertised". Nor do they want to be paying a shop for an annual inspection only to have the seller back out of the deal and fly the aircraft away with a fresh annual on their dime. Again, addressable in the Purchase Agreement if properly negotiated.

Think about the buyer who elected NOT to have a prebuy and at some future point, they advertise the aircraft as NDH - or it is represented that way to prospective buyers. The new buyer wants to take it to a reputable shop and when it is opened up, there is evidence of undocumented repairs or major corrosion that no one found until now. Whose fault is that? Should the buyer lose their entire deposit because of possible misrepresentation? Should the seller be on the hook for a major repair at an unknown (and possibly ultra expensive) facility?

The point is, both sides have legitimate concerns before completing a major purchase. These are fairly straightforward to address in a well negotiated Purchase Agreement versus making demands of one party or another. I am sure the strong-arm approach is used routinely and is effective but in other cases, not being fair and reasonable can come back to bite you too.

Good luck.

In the real world, the purchase agreement won't protect you from those outcomes.

A shop will insist on payment from the aircraft owner if the prospective buyer has fled the scene. if you don't pay, your plane doesn't go back together or gets a mechanic's lien. If you want your plane back, you have to pay regardless of the agreement wording.

Even if the agreement is rock solid legally, the time and money it takes to enforce it legally through the courts will cause loss of use of your aircraft potentially for years, and cost you much more than simply getting your aircraft back from the shop.

The best you can hope for is that the potentially buyer hands the shop a cashier's check BEFORE they turn wrenches and the shop agrees to put the plane back together for that amount of funds. I've never seen that happen in real life, however.


They can come see the airplane before the prebuy and even take a test flight.

The plane doesn't get taken apart without a non refundable deposit that covers a non performing buyer.


The seller can get a ferry permit to move the plane to a shop of their choosing if the issue is not immediately critical. Since it flew in, it would be rare to find such a case, but if it does, the seller has to deal with it. That's part of the risk of owning.

In reality, I WANT to find any serious issue with my plane as early as possible and get it fixed.


A small non refundable deposit is not a barrier for serious buyers.

My last plane sold, my MU2, had a $6000 deposit held at an escrow company, thus about 1% of the entire deal. That will cover my expenses should the buyer flee and also sort out the serious buyer from the rest.

The contract, filed with the escrow company, gave specific triggers for when the $6000 would be returned to the buyer. Those triggers were gross conditions like not delivering the aircraft, not airworthy, etc. If the seller walked, I get the $6000 released by the escrow company. The plane was inspected, a few things were found, adjustment made, deal concluded. Buyer didn't lose the deposit, and I wasn't at risk if they walked.

Mike C.

I don't recall the last time we did a prebuy and the shop did not require the buyer to pay for the inspection up front. It's been years.

I tell all of our clients that you need three things to buy an airplane;

1. A good airplane.

2. A good agreement / communication, both verbal and memorialized.

3. A good seller.

Implied but not listed is a good buyer, all of my clients are solid and I make sure they don't act outside of good faith in the deal, if I represented sellers I would change "seller" to "buyer" in my example above.

As far as non-refundable deposit, I would never allow a client to do a non-refundable up front. If they do that, they have lost all of their basis in the deal, so I assume y'all are talking about piston airplanes and small deposits. In most cases our deposits are $100k - $250k and up, no way that is non-refundable until we have the opportunity to inspect the airplane and verify it's condition.

I started Jet Acquisitions over eight years ago and every single airplane we have taken to prebuy has closed. It is absolutely possible to do this and it not be contentious, but you need the three things I mentioned above.

Also, a tip for sellers, there is no such thing as non-refundable deposits held in escrow that financially benefit you as the seller, if that deposit isn't released to you and in your bank account it isn't likely to ever be if there is a dispute.

As soon as the lawyers get involved, the title company will lock that money down and no one will see it again until it makes it's way through the Oklahoma courts.

The BEST you can hope for is an escrow account which holds all the money and all the paperwork. However the escrow company is (or should be) beholden to the entity that set up the account. Be aware of that. The escrow company however will follow the terms and conditions of the executed Purchase Agreement.

I am like Chip and I have negotiated several deals over the years, I have advised clients to NEVER give funds directly to the seller - large amounts, small amounts or anything in between. Only one client ignored my advice and they regretted it for the remainder of the deal - and years later.

This isn't about taking someone to court. You are correct that it is too expensive and time consuming. It is about documenting the Agreement and safeguarding the funds so that you don't have the nightmare scenarios and situations were everyone has selective memory.

Good luck.

We use a ONE page purchase agreement now. If someone sends me a 30 page lawyered up agreement now, they are NOT buying a plane from me at any price. I generally will not sell an airplane to a lawyer unless they are proven to be a good human.

In hundreds of deals, I've only encountered 1 terrible human being (a personal injury lawyer). Most buyers and sellers are good people.

Lessons learned:

1) It's impossible to keep a deposit that's in escrow unless it was released to your account already. A deposit merely shows a serious commitment; it's not a Seller's money unless the buyer agrees to give it to you.

2) It's a waste of time and money to try to enforce any agreement for either party.

3) Always have a "contract null and void by a date" otherwise you may lock your plane up indefinitely.

4) never use the word "airworthy" in ANY contract. For example (not my deal), "plane will be delivered in airworthy condition". 5 years later, an inspection finds some idiot drilled a hole in the spar trying to mount a fire extinguisher 10 years ago. Clearly it's NOT airworthy and it wasn't airworthy 5 years ago even though neither party knew about this. Even with an as is where is clause, that seller is going to be potentially liable. No one can guarantee 100% airworthiness.

5) At least in what I do, being a a nice Buyer equates to unlimited 24/7 technical support, a soft unofficial limited warranty and access to my supply of parts/engines. Be Nice.

6) Always have the words "deposit can be released at the buyer's sole discretion". Otherwise, the Seller could keep your deposit/entire amount in escrow indefinitely.

7) Always have a buyer do a prebuy in YOUR hangar. You never want to lose control of the narrative.

Curious, with a one page agreement how do you have enough room to include the AML / KYC disclosures?

Airworthiness should always be defined “as determined by the maintenance facility”

I understand as a dealer not wanting an inventory aircraft to go to prebuy, when I worked at RidgeAire we avoided prebuys whenever possible.

Curious, with a one page agreement how do you have enough room to include the AML / KYC disclosures?

Airworthiness should always be defined “as determined by the maintenance facility”

I understand as a dealer not wanting an inventory aircraft to go to prebuy, when I worked at RidgeAire we avoided prebuys whenever possible.

I don't doubt that a one-page Purchase Agreement is used routinely but for larger aircraft there tends to be a team of attorneys involved due to tax and corporate structure issues when purchasing an asset of this type. How the heck do you convince them that all those details they identified for their client and your buyer aren't necessary? You have to be one heck of a salesperson.

Good luck.

I never thought about this, thanks! What language do you use?

As someone who has seen a standard purchase agreement and Mike's one-pager, the latter is better. Most PAs include a bunch of superfluous information that doesn't really protect anyone and is an offramp for litigation. The army of lawyers and accountants can advise the buyer but don't really need to have a role in the transaction itself. Sure they can review it but at that point it's just making sure that the proper LLC is listed, dates work for accounting, etc.

As for the original topic, the best avenue - in my opinion - is to buy a plane that has completed as many major inspections recently and purchase from a reputable source. Expectations management plays a role too. Don't expect 100% squawk free. In a previous role I flew a brand new King Air 350 straight off the factory floor. That thing had so many more gremlins than I've seen in a used airplane.

I never thought about this, thanks! What language do you use?

Excellent practical points. I don't think a lot of folks realize that an escrow company isn't going to play arbitrator if the parties get into a pissing match. At that point, escrow is just going to freeze up and they will never release funds to either party without joint instructions. Absent joint instructions, the escrow company is going to tell you to go get a court order (or just implead the funds into court and let the parties fight over them there).

A lot of folks also don't understand how expensive and protracted even simple contract litigation can be. So while a purchase agreement may provide a legal basis to sue over some undisclosed issue you find later, the cost and time will, on smaller transactions at least, almost always outweigh the benefits. For example, for maintenance issues, you're almost always going to have to hire experts; those cost money (a lot of money). The timing will likely be measured in years, and the costs in $10s, if not $100s, of thousands of dollars.

Buying an airplane is about as complicated as buying a bag of chips; lawyers try to complicate it to justify their fees. If you actually read the BS in a lawyer written agreement, it is 100% designed to get both parties in 6 figures of useless litigation to enrich the lawyer. Buyers that try to complicate the process with lawyers have in 100% of cases lost out on buying a desirable airplane to an easier buyer willing to follow our simple rules.

The following happened right before Christmas on a 7 figure Citation I owned/sold:

Buyer 1 has invested a significant amount of time in looking at a plane/doing a prebuy yet has failed to sign the 1 page agreement. A week goes by and I ask what are you doing? He responds the lawyers are modifying your agreement which he was explicitly warned would be unacceptable. 2 more days go by, still no signed agreement and Buyer #2 who I like significantly better (97% of our buyers are aviators not non-pilots). Buyer #1 gets a courtesy call, "I can't say this any clearer, you're going to lose the airplane; I need a signed agreement immediately".

At 9AM, Buyer 1 gives a smart a$$ response that sealed this non-pilot's fate, "lawyers are marking it up". No Hi Mike, I'm working on it. No capitalization or punctuation, no salutations, no "Kindly, Buyer 1"; Just a curt response.

At 1PM, Buyer #2 wires the full amount and gets his one of a kind special airplane delivered by me 4 states away by 7PM the same day.

Buyer 1 calls the next day all ticked off and doesn't understand why he didn't get his way and he thought we were bluffing.

Which brings me to rules 8 and 9, 10, 11:

8) Never bluff. If I say there's another buyer, it's not a sleazy sales trick; there is another buyer.

9) Aviators are much easier to deal with than non-pilots.

10) Always wear flip-flops and shorts in Florida

11) No purchase agreement, no deposit, it's still for sale.

Rule #12

12. "Call for price" planes are always the most desirable so you'd better act quick, bring cash in the amount of the full asking price and forget the prebuy as the seller knows what they got.