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The Role of the Real Estate Agent and Closing Attorney
during the Real Estate Purchase Process
By Roger A. Petersen
during the Real Estate Purchase Process
By Roger A. Petersen
The key to a smooth real estate closing in Costa Rica, when a real estate agent
is involved is constant communication and coordination between the Realtor
and the closing Attorney during the entire process. The purpose of this article
is to highlight the responsibilities of those involved in the real estate closing
process.
I. The responsibility of the Real Estate Agent.
1. Does the Realtor work for the Seller or the Buyer ?
Generally the Real Estate Agent is an agent for the SELLER of the property
since this is the individual that pays the real estate commission. If the Real
Estate Agent has a signed contract with the client that is a Buyer to represent
them as a “buyers agent” then the agency relationship changes and the agents
fiduciary duty must be to the Buyer. In my view the real estate agent should
make it clear from the outset for which party they are acting for.
2. What the Real Estate Agent Should do.
(i) Taking the Property Listing.
If the agent is involved in taking a property listing they should receive from the
Seller as a very minimum a current property survey map (plano catastrado) and
a
property title report. (informe registral). This information is available on-line from
the National Registry web site (www.registronacional.go.cr). With this information
the real estate agent should verify that the property which they are going to list
and sell is free of any liens or annotations which would make title un-
marketable.
Although this appears logical you would be surprised how many times a real
estate agent comes to the Attorney ready for closing only to discover that the
property has a Lis Pendens or some other defect that foils the sale. If this
happens all your valuable efforts in showing the property have been wasted.
The
best procedure is for you to check the legal status of the property BEFORE you
list it and show it.
Also the real estate agent should clearly understand the property they are
listing.
I find a common area of confusion occurs when the Agent takes the title
information off of the property survey map and assumes that is the current title
number. This might not be the case. If the property owner started with a large
tract of land and then segregated pieces from that property each new
segregation would spin off a new title number and a new corresponding survey
platt number and the original survey map and title number would be out-dated.
Just be sure you have the correct survey map and the correct property title
number.
With the property title report you also verify the record owner of the property.
The most typical forms of ownership are (a) Personal ownership. This is where
the property is owned in the personal name of one individual. (b) Joint
Ownership. This is where one or more individuals own the property jointly and
each have an undivided interest in the property. This is locally referred to as
“derechos”. (c) Corporate ownership. This is a property titled in the name of a
corporation. In this form of ownership the Real Estate Agent should verify with
the Seller that he has the authority to act for the corporation. Ideally the Agent
should procure from the Seller a copy of the corporate documents.
(ii) Negotiates Price, Terms and Conditions of the Property Purchase.
Generally it is the Real Estate Agent that spends most of the time with the Buyer
showing them properties. When that Buyer decides on a purchase it is the Real
Estate Agent that negotiates the price between Buyer and Seller and sits down
with both to establish the price, terms and conditions of the sale.
(iii) Preparing the Purchase Contract.
Many agents use their own particular form to set out the offer made by the
Seller.
Many forms are short and modeled on a US style purchase agreement. Agents
must keep in mind that Costa Rican law is very formal in the execution of
documents. Failure to comply with some of these formalities could affect the
enforceability of your contract. The two most typical pre-sale contracts in Costa
Rica are the Reciprocal Promise to Buy and Sell (Promesa Reciproca de
Compra Venta) and the Opcion de Compra (Purchase Option). These
contracts do not formally pass title of the property from the Seller to the Buyer
but set out the terms and conditions that must be satisfied prior to closing and
establishes the obligations of both the Buyer and Seller during the due
diligence period of the transaction. As previously indicated some agents will
use their own form and only contact the Attorney to handle the actual property
transfer deed. Other agents prefer to have the Attorney involved from the
beginning and have the Attorney prepare a formal Buy Sell Agreement.
We recommend that the Agent pay special attention to transactions that include
an inventory in a house or those that require certain construction or repairs to
be done to a dwelling prior to closing. This must be spelled out in very detailed
form so that each party is clear on what to expect. We have seen Purchase
Agreements that result in bickering and fighting at closing table because the
Buyer expected more than the Seller thought he had to give.
(iv) Setting the Closing Date.
Since the agent is the person that has had most of the contact with the Buyer
and Seller of the property it should be the agent that coordinates the closing
date with all parties including the Attorney to insure that all goes smoothly.
(v) Pre-Closing
Prior to closing the agent should obtain from the Seller all necessary documents
that will be required by the Attorney at closing and coordinate with the Buyer to
retain the services of those professionals required to complete the due
diligence
and/or conditions set forth in the Purchase Agreement.
i. Utilities. Make sure the Seller is current with the payment of all utilities,
Electric, Water, Telephone, Cable TV & Internet. Be sure the Seller
will leave a telephone line in the property for the Buyer. There may be
areas in the country where getting a new phone service installed is
difficult or impossible and as such securing at least one telephone line
for the Buyer is essential.
ii. Property Taxes. Make sure the Seller has paid the property taxes and
ask them to produce a receipt and or certificate that the property is
current in tax payments. Don’t wait until they are at the closing table
for the Seller to tell you that he hasn’t paid the taxes.
iii. Condominium Sales. When the sale of a condominium is involved the
Condo Association must provide a copy of the CCR’s (Regalmento del
Condominio). Also required is a letter from the Condo Association
indicating that the condo unit that is being purchase is current with all
fees and assessments. I also like to see a copy of the financial
statement of the condominium to look at it’s financial situations. After
all when you purchase in a condo you are inheriting the association as
well and you would not want to inherit their liabilities.
iv. Home Inspections. If the Purchase Agreement specifies that a home
inspection must be prepared prior to closing then the Real Estate
Agent should coordinate the inspection with the inspector and the
Seller of the property to insure it is done well in advance of closing.
This way, the Seller has ample time to correct any deficiencies that
would delay closing.
v. Review Home Inventory. If the property being sold includes a home
and an inventory list of items it is very important for the Real Estate
Agent to properly describe and list each item included in the sale.
Prior to closing the Agent and the Buyer should inspect the home once
again to insure that the items described in the inventory list are as
warranted. You would be surprised how many misunderstanding arise
at closing because of a poorly drafted and detailed inventory list.
vi. Check Zoning for the Property if Applicable. If the property the Agent
is selling is raw land that will be used by the Buyer for construction
then it is very important to obtain a Zoning Use [Uso de Suelo] from the
Municipal Government where the property is located. This will ensure
that the Buyer will be able to use the property as they intend. Some
properties have use restrictions and construction coverage limitations
and the Agent should be aware of these so they can explain it to the
Buyer.
II. Establishing Escrow When Possible.
In real estate transactions that we handle we prefer to designate our escrow
company as the escrow agent for the earnest money deposit. Some Sellers will
accept this while others will insist on holding the earnest money deposit. You will
have to treat this on a case by case basis. Regardless, the conditions of escrow
and disbursement of the earnest money deposit to either the Seller or the Buyer
needs to be fully addressed and understood by all parties to the transaction. On
many occasions we find contracts that are vague regarding the disbursement of
the earnest money deposit and vague as to what constitutes a breach of the
closing terms and conditions of the agreement.
III. The Responsibility of the Closing Attorney.
We prefer to have Agents involved with the closing Attorney throughout the
transaction to avoid miscommunication or misunderstandings. Depending on
the transaction the closing Attorney if hired by the Buyer to do so will perform
the following:
1. Initial Title Search.
Most title searches initiate with and initial computerized title search which
is conducted at the National Registry website. Depending on the property
and the findings of the initial search the title search can be expanded to
include a manual search of the National Registry Archives.
2. Due Diligence.
Again, depending on the transaction the amount of due diligence required
must be contemplated and proper time allotted for completion.
3. Drafting the Purchase Agreement.
If retained to do so the Attorney will draft the purchase agreement either a
Reciprocal Promise to Buy and Sell or a Purchase Option depending on the
transaction.
4. Preparing The Transfer Deed
In Costa Rica transfer of property title can only pass by executing a property
transfer deed before a Notary Public who in turn pays the applicable transfer
taxes and records the property transfer deed. It is the responsibility of the
closing Attorney to draft the deed and record it. Once the recording is
completed he must deliver the original document to the Buyer.
If the sale is being done by way of a stock transfer of the corporation the
closing Attorney will prepare all necessary documents to transfer ownership
of the property from the Seller to the Buyer.
IV. Post Closing Issues.
1. Dealing with Utilities on the Property.
(a) Changing the Name on the Utility Bills
Once the property transfer title is recorded it is the responsibility of the
property owner to transfer utilities from the name of the Seller to the
name of the Buyer. Although this would appear to be a simple task, in
Costa Rica it is not. In many cases a telephone line cannot be
transferred and the Buyer must use the telephone line and leave it in
the name of the Seller. Where possible the Seller should issue a
Power of Attorney to the Buyer so that they can issue instructions to
the phone company regarding the use of the telephone line. If the
Buyer wants the electric and water bills changed to their name they
can do so but the Attorney will charge for this service since it is not part
of the legal closing service. Ideally the real estate agent should assist
the Buyer in completing these processes.
(b) Delivery of Utility Bills to the New Owner.
The Real Estate Agent should obtain copies of the utilities installed on
the property [electric, water, telephone, cable TV, Internet] to
determine where the bills are being mailed or delivered. Some property
owners have the bills sent to the property while others may have it sent
to a post office box which the own. If they go to a Post Office Box
and the Seller does not need it anymore then try and get them to give
the Box to the Buyer as part of closing. This will insure that there are
no interruption in services which could be a great inconvenience to
your Buyer.
2. The Local Municipal Government.
Your property deed is recorded in the Property Section of the National
Registry which is the official national registry for recording titles to property.
However, you pay property taxes at your local Municipal Government. To this
date the two are not automatically connected. In other words just because a
sales deed is recorded in the National Registry does not mean the Municipal
government where the property is located knows about it. It is th eresponsibility
of the Buyer once they receive the recorded property transfer deed back from
the Attorney to hand carry a copy to the Municipal government to inform them
of the transfer so they can collect property taxes from the new owner.
When the Buyer approaches the Municipal government to update the
ownership information they may be required to fill out a Declaration of
Property Value [Declaracion de Bienes Inmuebles]. The property tax law
requires that this form be filled out by property owners every five [5] years.
This form is the basis used by the Municipal Government to establish the
value of the property which in turn is used to calculate the property tax. At
present the property tax rate is 0.25% of the value of the property and it is
paid quarterly. Some property owners elect not to fill out the form and by not
doing so the Municipal Government has the right to conduct an appraisal of
the property and set the property tax.
V. Real Estate Commissions and Attorney Closing Fees.
The Real Estate Agent should ensure that the commission agreement is
specified within the Buy Sell Agreement signed by the Buyer and the Seller.
The agent should include provisions which contemplate a commission split in
the even of a default by the Buyer. We also include a clause which authorizes
the escrow agent to disburse the commission directly to the real estate agent
simultaneously at closing.
The Attorney must abide by the Fee Schedule established by the Costa Rican
Bar Association (Decreto Ejecutivo No. 32493) Compliance with the minimum
fee schedule is mandatory for all Costa Rican Attorney’s / Notaries.
For real estate transactions the current minimum fee schedule passed in
November of 2005 is based upon the value of the transaction as follows:
First 10 Million Colones 2%
Excess of 10 to 15 Million Colones 1.5%
Excess of 15-30 Million Colones 1.3%
Excess of 30 Million Colones 1.0%
Bear in mind that this fee is for drafting and filing the property transfer deed.
Any additional services including the drafting of purchase agreements, escrow
and the like may carry additional fees.
In addition to the Notary Fee, the parties must deliver to the Notary the
applicable transfer taxes and registry fees due on the transaction and these
typically include:
(a) Property Transfer Tax of 1.5% (b) National Registry Fee of .5% (c)
Documentary Stamps of Approximately .6%
There is a common practice to transfer the stock of a corporation instead of the
property itself to avoid the property transfer taxes. From our standpoint it is
much cleaner to transfer the property outright since it involves one legal
transaction filing.
To purchase a corporation involves in addition to the property due diligence
it also involves some degree of corporate due diligence. Since there is no
centralized corporate debt filings in Costa Rica there is no way to check for
hidden liabilities. As such, when purchasing by way of a corporation the client
must be advised and approve it accordingly.
VI. Keeping the Transaction Smooth.
If the Attorney and the Agent follow the guidelines set forth above and work
together during the entire closing process the closing should be smooth. We
don’t like surprises at closings and neither do the parties to the transaction. By
dealing with all issues up front and well in advance of closing we can address
any problems that arise so that closing is limited to the exchange funds and
execution of the closing documents.
is involved is constant communication and coordination between the Realtor
and the closing Attorney during the entire process. The purpose of this article
is to highlight the responsibilities of those involved in the real estate closing
process.
I. The responsibility of the Real Estate Agent.
1. Does the Realtor work for the Seller or the Buyer ?
Generally the Real Estate Agent is an agent for the SELLER of the property
since this is the individual that pays the real estate commission. If the Real
Estate Agent has a signed contract with the client that is a Buyer to represent
them as a “buyers agent” then the agency relationship changes and the agents
fiduciary duty must be to the Buyer. In my view the real estate agent should
make it clear from the outset for which party they are acting for.
2. What the Real Estate Agent Should do.
(i) Taking the Property Listing.
If the agent is involved in taking a property listing they should receive from the
Seller as a very minimum a current property survey map (plano catastrado) and
a
property title report. (informe registral). This information is available on-line from
the National Registry web site (www.registronacional.go.cr). With this information
the real estate agent should verify that the property which they are going to list
and sell is free of any liens or annotations which would make title un-
marketable.
Although this appears logical you would be surprised how many times a real
estate agent comes to the Attorney ready for closing only to discover that the
property has a Lis Pendens or some other defect that foils the sale. If this
happens all your valuable efforts in showing the property have been wasted.
The
best procedure is for you to check the legal status of the property BEFORE you
list it and show it.
Also the real estate agent should clearly understand the property they are
listing.
I find a common area of confusion occurs when the Agent takes the title
information off of the property survey map and assumes that is the current title
number. This might not be the case. If the property owner started with a large
tract of land and then segregated pieces from that property each new
segregation would spin off a new title number and a new corresponding survey
platt number and the original survey map and title number would be out-dated.
Just be sure you have the correct survey map and the correct property title
number.
With the property title report you also verify the record owner of the property.
The most typical forms of ownership are (a) Personal ownership. This is where
the property is owned in the personal name of one individual. (b) Joint
Ownership. This is where one or more individuals own the property jointly and
each have an undivided interest in the property. This is locally referred to as
“derechos”. (c) Corporate ownership. This is a property titled in the name of a
corporation. In this form of ownership the Real Estate Agent should verify with
the Seller that he has the authority to act for the corporation. Ideally the Agent
should procure from the Seller a copy of the corporate documents.
(ii) Negotiates Price, Terms and Conditions of the Property Purchase.
Generally it is the Real Estate Agent that spends most of the time with the Buyer
showing them properties. When that Buyer decides on a purchase it is the Real
Estate Agent that negotiates the price between Buyer and Seller and sits down
with both to establish the price, terms and conditions of the sale.
(iii) Preparing the Purchase Contract.
Many agents use their own particular form to set out the offer made by the
Seller.
Many forms are short and modeled on a US style purchase agreement. Agents
must keep in mind that Costa Rican law is very formal in the execution of
documents. Failure to comply with some of these formalities could affect the
enforceability of your contract. The two most typical pre-sale contracts in Costa
Rica are the Reciprocal Promise to Buy and Sell (Promesa Reciproca de
Compra Venta) and the Opcion de Compra (Purchase Option). These
contracts do not formally pass title of the property from the Seller to the Buyer
but set out the terms and conditions that must be satisfied prior to closing and
establishes the obligations of both the Buyer and Seller during the due
diligence period of the transaction. As previously indicated some agents will
use their own form and only contact the Attorney to handle the actual property
transfer deed. Other agents prefer to have the Attorney involved from the
beginning and have the Attorney prepare a formal Buy Sell Agreement.
We recommend that the Agent pay special attention to transactions that include
an inventory in a house or those that require certain construction or repairs to
be done to a dwelling prior to closing. This must be spelled out in very detailed
form so that each party is clear on what to expect. We have seen Purchase
Agreements that result in bickering and fighting at closing table because the
Buyer expected more than the Seller thought he had to give.
(iv) Setting the Closing Date.
Since the agent is the person that has had most of the contact with the Buyer
and Seller of the property it should be the agent that coordinates the closing
date with all parties including the Attorney to insure that all goes smoothly.
(v) Pre-Closing
Prior to closing the agent should obtain from the Seller all necessary documents
that will be required by the Attorney at closing and coordinate with the Buyer to
retain the services of those professionals required to complete the due
diligence
and/or conditions set forth in the Purchase Agreement.
i. Utilities. Make sure the Seller is current with the payment of all utilities,
Electric, Water, Telephone, Cable TV & Internet. Be sure the Seller
will leave a telephone line in the property for the Buyer. There may be
areas in the country where getting a new phone service installed is
difficult or impossible and as such securing at least one telephone line
for the Buyer is essential.
ii. Property Taxes. Make sure the Seller has paid the property taxes and
ask them to produce a receipt and or certificate that the property is
current in tax payments. Don’t wait until they are at the closing table
for the Seller to tell you that he hasn’t paid the taxes.
iii. Condominium Sales. When the sale of a condominium is involved the
Condo Association must provide a copy of the CCR’s (Regalmento del
Condominio). Also required is a letter from the Condo Association
indicating that the condo unit that is being purchase is current with all
fees and assessments. I also like to see a copy of the financial
statement of the condominium to look at it’s financial situations. After
all when you purchase in a condo you are inheriting the association as
well and you would not want to inherit their liabilities.
iv. Home Inspections. If the Purchase Agreement specifies that a home
inspection must be prepared prior to closing then the Real Estate
Agent should coordinate the inspection with the inspector and the
Seller of the property to insure it is done well in advance of closing.
This way, the Seller has ample time to correct any deficiencies that
would delay closing.
v. Review Home Inventory. If the property being sold includes a home
and an inventory list of items it is very important for the Real Estate
Agent to properly describe and list each item included in the sale.
Prior to closing the Agent and the Buyer should inspect the home once
again to insure that the items described in the inventory list are as
warranted. You would be surprised how many misunderstanding arise
at closing because of a poorly drafted and detailed inventory list.
vi. Check Zoning for the Property if Applicable. If the property the Agent
is selling is raw land that will be used by the Buyer for construction
then it is very important to obtain a Zoning Use [Uso de Suelo] from the
Municipal Government where the property is located. This will ensure
that the Buyer will be able to use the property as they intend. Some
properties have use restrictions and construction coverage limitations
and the Agent should be aware of these so they can explain it to the
Buyer.
II. Establishing Escrow When Possible.
In real estate transactions that we handle we prefer to designate our escrow
company as the escrow agent for the earnest money deposit. Some Sellers will
accept this while others will insist on holding the earnest money deposit. You will
have to treat this on a case by case basis. Regardless, the conditions of escrow
and disbursement of the earnest money deposit to either the Seller or the Buyer
needs to be fully addressed and understood by all parties to the transaction. On
many occasions we find contracts that are vague regarding the disbursement of
the earnest money deposit and vague as to what constitutes a breach of the
closing terms and conditions of the agreement.
III. The Responsibility of the Closing Attorney.
We prefer to have Agents involved with the closing Attorney throughout the
transaction to avoid miscommunication or misunderstandings. Depending on
the transaction the closing Attorney if hired by the Buyer to do so will perform
the following:
1. Initial Title Search.
Most title searches initiate with and initial computerized title search which
is conducted at the National Registry website. Depending on the property
and the findings of the initial search the title search can be expanded to
include a manual search of the National Registry Archives.
2. Due Diligence.
Again, depending on the transaction the amount of due diligence required
must be contemplated and proper time allotted for completion.
3. Drafting the Purchase Agreement.
If retained to do so the Attorney will draft the purchase agreement either a
Reciprocal Promise to Buy and Sell or a Purchase Option depending on the
transaction.
4. Preparing The Transfer Deed
In Costa Rica transfer of property title can only pass by executing a property
transfer deed before a Notary Public who in turn pays the applicable transfer
taxes and records the property transfer deed. It is the responsibility of the
closing Attorney to draft the deed and record it. Once the recording is
completed he must deliver the original document to the Buyer.
If the sale is being done by way of a stock transfer of the corporation the
closing Attorney will prepare all necessary documents to transfer ownership
of the property from the Seller to the Buyer.
IV. Post Closing Issues.
1. Dealing with Utilities on the Property.
(a) Changing the Name on the Utility Bills
Once the property transfer title is recorded it is the responsibility of the
property owner to transfer utilities from the name of the Seller to the
name of the Buyer. Although this would appear to be a simple task, in
Costa Rica it is not. In many cases a telephone line cannot be
transferred and the Buyer must use the telephone line and leave it in
the name of the Seller. Where possible the Seller should issue a
Power of Attorney to the Buyer so that they can issue instructions to
the phone company regarding the use of the telephone line. If the
Buyer wants the electric and water bills changed to their name they
can do so but the Attorney will charge for this service since it is not part
of the legal closing service. Ideally the real estate agent should assist
the Buyer in completing these processes.
(b) Delivery of Utility Bills to the New Owner.
The Real Estate Agent should obtain copies of the utilities installed on
the property [electric, water, telephone, cable TV, Internet] to
determine where the bills are being mailed or delivered. Some property
owners have the bills sent to the property while others may have it sent
to a post office box which the own. If they go to a Post Office Box
and the Seller does not need it anymore then try and get them to give
the Box to the Buyer as part of closing. This will insure that there are
no interruption in services which could be a great inconvenience to
your Buyer.
2. The Local Municipal Government.
Your property deed is recorded in the Property Section of the National
Registry which is the official national registry for recording titles to property.
However, you pay property taxes at your local Municipal Government. To this
date the two are not automatically connected. In other words just because a
sales deed is recorded in the National Registry does not mean the Municipal
government where the property is located knows about it. It is th eresponsibility
of the Buyer once they receive the recorded property transfer deed back from
the Attorney to hand carry a copy to the Municipal government to inform them
of the transfer so they can collect property taxes from the new owner.
When the Buyer approaches the Municipal government to update the
ownership information they may be required to fill out a Declaration of
Property Value [Declaracion de Bienes Inmuebles]. The property tax law
requires that this form be filled out by property owners every five [5] years.
This form is the basis used by the Municipal Government to establish the
value of the property which in turn is used to calculate the property tax. At
present the property tax rate is 0.25% of the value of the property and it is
paid quarterly. Some property owners elect not to fill out the form and by not
doing so the Municipal Government has the right to conduct an appraisal of
the property and set the property tax.
V. Real Estate Commissions and Attorney Closing Fees.
The Real Estate Agent should ensure that the commission agreement is
specified within the Buy Sell Agreement signed by the Buyer and the Seller.
The agent should include provisions which contemplate a commission split in
the even of a default by the Buyer. We also include a clause which authorizes
the escrow agent to disburse the commission directly to the real estate agent
simultaneously at closing.
The Attorney must abide by the Fee Schedule established by the Costa Rican
Bar Association (Decreto Ejecutivo No. 32493) Compliance with the minimum
fee schedule is mandatory for all Costa Rican Attorney’s / Notaries.
For real estate transactions the current minimum fee schedule passed in
November of 2005 is based upon the value of the transaction as follows:
First 10 Million Colones 2%
Excess of 10 to 15 Million Colones 1.5%
Excess of 15-30 Million Colones 1.3%
Excess of 30 Million Colones 1.0%
Bear in mind that this fee is for drafting and filing the property transfer deed.
Any additional services including the drafting of purchase agreements, escrow
and the like may carry additional fees.
In addition to the Notary Fee, the parties must deliver to the Notary the
applicable transfer taxes and registry fees due on the transaction and these
typically include:
(a) Property Transfer Tax of 1.5% (b) National Registry Fee of .5% (c)
Documentary Stamps of Approximately .6%
There is a common practice to transfer the stock of a corporation instead of the
property itself to avoid the property transfer taxes. From our standpoint it is
much cleaner to transfer the property outright since it involves one legal
transaction filing.
To purchase a corporation involves in addition to the property due diligence
it also involves some degree of corporate due diligence. Since there is no
centralized corporate debt filings in Costa Rica there is no way to check for
hidden liabilities. As such, when purchasing by way of a corporation the client
must be advised and approve it accordingly.
VI. Keeping the Transaction Smooth.
If the Attorney and the Agent follow the guidelines set forth above and work
together during the entire closing process the closing should be smooth. We
don’t like surprises at closings and neither do the parties to the transaction. By
dealing with all issues up front and well in advance of closing we can address
any problems that arise so that closing is limited to the exchange funds and
execution of the closing documents.
Copyright 2007 By Roger A. Petersen
No Copying or Reproduction Allowed without written
authorization from the copyright holder.
No Copying or Reproduction Allowed without written
authorization from the copyright holder.