What to Do When Buyers and Sellers Give You Conflicting Instructions
Two signed parties. Two contradictory directions. One escrow holder in the middle with funds that cannot move until someone figures out which instruction controls.
Two parties give incompatible directions for the same funds. The office needs to identify the conflict and the authority for action before money moves.
Identify the disputed instruction
Record the amount, recipient, date or other term in conflict. Save each instruction version and its source. Confirm the parties' actual positions through established contacts; an apparent change can also be an impersonation attempt.
Compare the purchase agreement, escrow instructions, amendments and any relevant court order. Do not assume one document always overrides another. Ask counsel about inconsistencies or unclear authority.
Pause the affected action
An unresolved material conflict calls for escalation before the affected disbursement. Identify what is disputed and whether other work can continue. The escrow office should not adjudicate the parties' competing claims.
A joint written amendment may resolve the issue. Whether both signatures are required for a particular direction depends on the governing instructions and law. Avoid a blanket rule that every party-specific change requires every party's signature, or that an email can never be an executed instruction.
Document the resolution path
- Save the original and conflicting directions.
- Request clarification from the appropriate parties.
- Record applicable response deadlines from the actual documents.
- Identify the authority supporting a resolution.
- Review the current payment details and retain the decision before acting.
An attorney's letter may state a client's position or authority. It does not automatically settle the other party's claim. A manager's approval likewise cannot supply missing legal authority.
Communicate without taking sides
Use factual status updates: what was received, what conflicts and what is needed next. Protect confidential information; neutrality does not require sending every party every document. Preserve written summaries of relevant calls.
Counsel and interpleader
California Code of Civil Procedure § 386 provides an interpleader process for conflicting claims. Counsel can assess whether to seek a court determination and appropriate discharge of the stakeholder.
Filing does not transfer liability to the court or automatically erase claims about the office's prior conduct. Nor is an indefinite hold a universal solution: deadlines, contractual duties and unclaimed-property obligations may still require attention.
What belongs in the record
The governing documents, conflict, correspondence, deadlines, legal direction where appropriate, final authority and disbursement or hold record. A current review record supports reconstruction. It does not guarantee immunity from a claim.
Sources
One page in the file before money moves.
Your office decides. Veto records what was reviewed, what stayed open, and who reviewed it.