What to Do If Your State Passes a New Wholesaling Law Mid-Deal: Contracts Already in Progress

The Default Assumption Courts Start From

The starting point in American law is that a new statute applies only going forward. As the DuPage County Bar Association’s published analysis of retroactivity doctrine explains, courts presume a newly enacted law is prospective only, not retroactive, unless the legislature has clearly stated an intent for it to reach backward, because applying a law retroactively can impair rights a party already held, increase liability for conduct that already happened, or impose new duties on a transaction that already closed.

That presumption is real legal protection, but it is a presumption, not a guarantee written into every statute. Whether it actually protects a specific contract signed before a specific cutoff date depends on how that particular statute is worded, and on how a court interprets the silence when the statute does not say either way.

Oklahoma’s SB 1075: A Law With No Grandfather Clause

Oklahoma’s SB 1075 is a real, dated example of exactly that silence. The enrolled bill states only that the act became effective November 1, 2025, with no language addressing what happens to a wholesaler contract signed before that date. The bill also provides that any wholesaler contract missing the newly required disclosures is invalid and unenforceable by the wholesaler, and separately entitles the homeowner to any earnest money deposit involved in the transaction.

A wholesaler with a deal already under contract when November 1, 2025 arrived did not get an explicit answer from the statute about whether their existing paperwork was grandfathered in. The law simply does not say, which is precisely the gap the general prospective-application presumption is supposed to fill, but does not fill cleanly on its own.

A Contract Signed Before the Cutoff Got Challenged in Court

That gap already produced real litigation. After Oklahoma’s disclosure law took effect, a court considering a related property dispute denied summary judgment on removing a memorandum of contract that had been recorded before the statute’s effective date. The court’s reasoning was specific: the legislature had not stated that the statute should have retroactive effect.

That outcome cuts against automatically voiding paperwork signed before the cutoff, which is the direction the general presumption would predict. But it also means the question got resolved through litigation on a specific set of facts, not through a clean statutory answer a wholesaler could have relied on in advance.

Reading the Presumption Against a Statute With No Saving Clause

Put the two facts together and the honest picture is uncomfortable: the general legal presumption favors a wholesaler whose contract predates a new law’s effective date, but a statute with no express grandfathering language, like Oklahoma’s, leaves that protection to be argued case by case rather than guaranteed on the page. A wholesaler cannot know in advance which way a specific court will read a specific statute’s silence.

That uncertainty is exactly why relying on the presumption alone is a risky standalone plan for a deal that is already open when a new law’s effective date arrives.

The Practical Checklist for a Deal Already in Motion

When a new wholesaling law’s effective date is approaching and a deal is already under contract, the safer move is to get the newly required disclosures signed before the cutoff wherever that is still possible, or to consult an attorney about the specific statute’s language and any relevant court decisions in that state before assuming an old contract form is still safe to close on.

Watching which states are actively moving on wholesaling legislation this session, and updating contract language before an effective date arrives rather than after, is the practical version of staying ahead of exactly this problem. That is the same tracking discipline behind how VA Horizon’s callers and the in-house SDR who qualifies each interested seller know which disclosure applies before a seller ever picks up the phone.

Sources

The external data in this article draws on the sources below. Figures described in the text as estimates or industry triangulations are directional and are not attributed to a single dataset.

• DuPage County Bar Association, "To Apply or Not To Apply, Retroactivity That Is"
• Oklahoma State Legislature, Enrolled Senate Bill No. 1075
• Huddleston Law Offices, "Wholesalers beware, after November 1 most, if not all, of your existing contracts will be invalid!"

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