Can a Personal Representative Finish the Decedent's Contracts?

Your father signed papers to sell his house, and he died nine days before closing. The buyers still want the house, the escrow company wants a signature, and the one person who could sign is gone.

Yes, a Washington personal representative can finish a contract the decedent signed, and in many cases is expected to. Chapter 11.60 RCW is written for exactly this situation. Under RCW 11.60.010, when a person bound by a written contract dies before performing it, the superior court of the county where the estate is being administered may order the personal representative to perform the contract. A personal representative who holds nonintervention powers usually does not need that order at all, because RCW 11.68.090 lists the power to perform the decedent's contracts among the things that can be done without court approval.

Does a Contract Survive the Death of the Person Who Signed It?

In general, death does not erase an obligation. The survival statute, RCW 4.20.046, says causes of action by or against a person survive to and against that person's personal representative, whether they arise on contract or otherwise. Chapter 11.60 RCW rests on the same idea: the estate steps into the decedent's side of the deal.

What changes is who can act. A power of attorney ends at death under RCW 11.125.100, so the agent who was helping with the sale last month has no authority to sign the deed today, a point covered in can a power of attorney be used after death. Until the court appoints a personal representative, there is usually no one with legal authority to perform. A pending real estate closing is a common reason for a family to open probate promptly.

How Does the Court Order Work?

RCW 11.60.010 is short: on the personal representative's application, and without notice, the court may make an order authorizing and directing the personal representative to perform. Three details matter. The contract has to be in writing. The request goes to the superior court where the estate is being administered, which for a Snohomish County probate means the superior court in Everett. And the statute allows the order without notice, so a willing personal representative can ask for it without first setting a noticed hearing.

For real estate, RCW 11.60.040 explains what the resulting deed does. The conveyance must refer to the court order clearly enough that the order can be readily found, and it passes to the buyer all the estate, right, title, and interest the decedent contracted to convey, as fully as if the decedent were still alive and signing.

What If the Personal Representative Will Not Perform?

Under RCW 11.60.020, if the personal representative does not apply for the order, any person who claims to be entitled to performance may file a petition setting out the facts behind the claim. RCW 11.60.030 then has the court hold a hearing and decide the matter.

A buyer who signed a purchase and sale agreement with the decedent does not have to accept "the estate has decided not to sell." If the contract was valid and enforceable against the decedent, the buyer can ask the probate court to direct the personal representative to complete it.

The rule runs the other way too. RCW 11.60.060 covers the death of the person who was entitled to performance: that person's heirs, devisees, or personal representative may start the proceeding or continue one already begun, and the performance goes to whoever would have been entitled to it.

What Do Nonintervention Powers Change?

Many Washington estates are administered with nonintervention powers, and for those estates the court order in RCW 11.60.010 is usually unnecessary. RCW 11.68.090 gives a personal representative with nonintervention powers the power to perform the decedent's contracts, along with the power to sell and convey the decedent's real and personal property, and the right to exercise those powers without a court order and without notice to or approval by any court.

RCW 11.68.140 adds protection for the person on the other side. A party to a transaction with a personal representative who has nonintervention powers is entitled to have it conclusively presumed that the transaction is necessary for the administration of the estate.

Without nonintervention powers, the personal representative works under court supervision, and the order under RCW 11.60.010 is the route for completing a contract the decedent signed. That is different from a brand new sale the personal representative decides to make, which is covered in how to sell estate property in Washington.

What About Contracts Where the Estate Is Owed Something?

A personal representative also enforces contracts that ran in the decedent's favor. RCW 11.48.010 makes it the personal representative's duty to collect all debts due the deceased and authorizes suits to collect them. If the decedent had lent money on a promissory note or was owed a final installment on a business sale, the personal representative collects it for the estate.

Performance Versus a Money Claim

Chapter 11.60 RCW is about getting a contract performed. It is not the path for someone who simply wants to be paid money the decedent owed. A contractor with an unpaid invoice or a lender holding a note is a creditor, and creditors must present their claims within the deadlines in RCW 11.40.051, which the article on creditor claims against an estate explains. Missing those deadlines can bar the claim entirely.

Can the Personal Representative Keep the Decedent's Business Running?

Finishing existing contracts is one thing. Taking on new work is another. Under RCW 11.48.025, the court may authorize a personal representative to continue the decedent's business on a showing of advantage to the estate, and the order must state how far the personal representative may go in incurring liabilities and for how long the business may operate. The section does not cover a partnership the decedent belonged to. It also does not apply when the decedent left a nonintervention will or a will specifically authorizing the personal representative to continue the business and the estate is solvent, or when the will directs that the business be liquidated. Any interested person may, for good cause, ask the court to limit or end the authority.

A Worked Example

Suppose Ruth signs an agreement to sell her Lynnwood home and dies two weeks before closing. Her will names her son Alan as personal representative. Alan files the will in Snohomish County Superior Court and is appointed with nonintervention powers. He signs the deed as personal representative under RCW 11.68.090, and the proceeds go into the estate account.

Change one fact. Alan is appointed without nonintervention powers. Now he applies under RCW 11.60.010 for an order directing him to perform, and his deed refers to that order as RCW 11.60.040 requires.

Change another. Alan decides he would like to keep the house. The buyers can petition under RCW 11.60.020 and ask the court to direct him to complete the sale his mother agreed to.

Get the Authority in Place Before the Deadline

A contract with a closing date does not wait for a family to get organized, and the right path depends on whether the personal representative has nonintervention powers. The Law Office of Chad Foster helps families open probate and deal with a decedent's unfinished contracts. Call 425.785.8679 to talk with a Snohomish County probate attorney.