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Agreement to sell (resale property)

The agreement that fixes the price, the payment schedule and the date for the sale deed on a resale property. It does not transfer ownership; the registered sale deed does.

9 numbered clauses48 blanks to fillFree to copy and adapt

Who uses it and when

Who

A seller and a buyer of a resale flat, house or plot.

When

After the token, once the buyer's lawyer has seen the title documents, and before the bulk of the price is paid.

Assumes

Assumes a resale property owned outright by individuals. For a new flat bought from a developer in a RERA-registered project, the developer's agreement for sale must follow the form your state's RERA rules prescribe.

The full template

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AGREEMENT TO SELL (RESALE PROPERTY)

This Agreement to Sell is made at [CITY] on [DATE OF SIGNING].

BETWEEN

[SELLER FULL NAME(S)], aged about [SELLER AGE] years, residing at [SELLER ADDRESS], PAN [SELLER PAN] (the "Seller", which includes the Seller's heirs, legal representatives and assigns)

AND

[BUYER FULL NAME(S)], aged about [BUYER AGE] years, residing at [BUYER ADDRESS], PAN [BUYER PAN] (the "Buyer", which includes the Buyer's heirs, legal representatives and assigns).

RECITALS
A. The Seller is the absolute owner of the property described in the Schedule (the "Property"), having acquired it under [DEED TYPE, E.G. SALE DEED] dated [DATE], registered as document no. [DOCUMENT NUMBER] at the office of the Sub-Registrar, [SUB-REGISTRAR OFFICE].
B. The earlier title of the Property is set out in the documents listed in Annexure A.
C. The Seller has agreed to sell, and the Buyer has agreed to buy, the Property on the terms below.

1. PRICE
1.1 The total sale price is Rs. [TOTAL PRICE IN FIGURES] (Rupees [TOTAL PRICE IN WORDS] only) (the "Price").
1.2 The Price includes [CAR PARK NUMBER(S), FITTINGS LISTED IN ANNEXURE B, TRANSFER OF SOCIETY SHARES] and nothing else is payable to the Seller.

2. PAYMENT SCHEDULE
2.1 On signing: Rs. [ADVANCE AMOUNT] paid by [MODE AND REFERENCE], which the Seller acknowledges.
2.2 By [DATE]: Rs. [SECOND PAYMENT], against the Seller handing over [THE ORIGINAL TITLE DOCUMENTS FOR INSPECTION / LOAN CLOSURE LETTER].
2.3 On registration of the sale deed: the balance of Rs. [BALANCE AMOUNT], paid by the Buyer [AND THE BUYER'S LENDER, [LENDER NAME]].
2.4 All payments will be made by banking channels to the Seller's account [SELLER BANK ACCOUNT DETAILS].
2.5 Tax deducted at source, where the law requires it, will be deducted from the Price and the certificate given to the Seller.

3. SELLER'S EXISTING LOAN
[IF APPLICABLE: The Property is mortgaged to [LENDER NAME]. Out of the payment under clause [CLAUSE], Rs. [AMOUNT] will be paid directly to that lender to close the loan, and the Seller will obtain the closure letter and the original title documents before registration.]

4. SELLER'S PROMISES
The Seller confirms that:
4.1 the Seller has clear and marketable title to the Property and full right to sell it;
4.2 there is no mortgage, lien, lease, attachment, court case, or agreement with anyone else about the Property, except as stated in clause 3;
4.3 property tax, electricity, water and society dues are paid up to [DATE], and will be paid up to the date of possession;
4.4 the Property was built under an approved plan, and [OCCUPANCY CERTIFICATE NUMBER AND DATE, IF ANY] has been issued;
4.5 the Seller will not deal with the Property in any way after signing this agreement.

5. DOCUMENTS
5.1 Within [DAYS] days of signing, the Seller will give the Buyer copies of the documents listed in Annexure A, and the originals for inspection by the Buyer's lawyer and lender.
5.2 The Seller will obtain, before registration: the society's no-objection certificate and no-dues certificate [AND ANY OTHER NOC, E.G. FROM THE DEVELOPMENT AUTHORITY].

6. SALE DEED AND POSSESSION
6.1 The sale deed will be executed and registered on or before [REGISTRATION DEADLINE].
6.2 Vacant and peaceful possession, with all keys and original documents, will be handed over on the day of registration [OR: on [POSSESSION DATE]].
6.3 Stamp duty and registration charges on the sale deed will be borne by the [BUYER / SELLER / SHARED AS: ...].

7. DEFAULT
7.1 If the Buyer fails to pay as agreed, the Seller may end this agreement by [NOTICE DAYS] days' written notice and forfeit Rs. [FORFEIT AMOUNT] only, refunding the rest within [REFUND DAYS] days.
7.2 If the Seller fails to complete the sale as agreed, the Seller will refund all amounts received [AND PAY A FURTHER EQUAL AMOUNT] within [REFUND DAYS] days, or the Buyer may seek specific performance of this agreement.
7.3 If title defects are found that the Seller cannot fix by [DATE], either party may end this agreement and the Seller will refund all amounts received within [REFUND DAYS] days.

8. NO TRANSFER UNTIL THE SALE DEED
This agreement does not transfer ownership of the Property. Ownership passes only on registration of the sale deed.

9. JURISDICTION
Courts at [CITY] will have jurisdiction.

SCHEDULE: THE PROPERTY
[FLAT / HOUSE / PLOT NUMBER], [FLOOR], [BUILDING / SOCIETY NAME], [SURVEY OR CTS OR KHATA NUMBER], [VILLAGE / LOCALITY], [CITY, DISTRICT, PINCODE], with a carpet area of [CARPET AREA] square feet, bounded on the North by [BOUNDARY], South by [BOUNDARY], East by [BOUNDARY], West by [BOUNDARY].

ANNEXURE A: TITLE DOCUMENTS
1. [DOCUMENT, DATE, REGISTRATION NUMBER]
2. [DOCUMENT, DATE, REGISTRATION NUMBER]

ANNEXURE B: FITTINGS INCLUDED
[LIST]

SELLER: ______________________   BUYER: ______________________
[SELLER FULL NAME(S)]             [BUYER FULL NAME(S)]

WITNESSES
1. [WITNESS 1 NAME AND ADDRESS]   Signature: ____________
2. [WITNESS 2 NAME AND ADDRESS]   Signature: ____________

This is a sample, not legal advice. Have a lawyer review it for your state and your deal before anyone signs.

What to check, clause by clause

Numbered as they appear in the template.

Recitals

How the seller owns it

List the chain of earlier deeds. Lenders and lawyers commonly trace title for 30 years; gaps are the most common problem.

1

Price

Say exactly what the price includes: parking, fittings, society shares.

2

Payment schedule

Tie each payment to something the seller must do, such as producing originals or a loan closure letter. Pay by banking channels only.

2.5

Tax at source

A buyer may have to deduct tax at source above a value threshold. See the TDS guide for the current rule.

3

Seller's loan

If the property is mortgaged, pay the lender directly and get the closure letter and originals before registration.

4

Seller's promises

These are what you rely on if something surfaces later. Check each against documents, not just the seller's word.

5

Documents

Name each document and a date. The society NOC and no-dues certificate come before registration.

6

Sale deed and possession

A firm registration deadline. Decide who pays stamp duty; it is usually the buyer.

7

Default

Fix a forfeit amount rather than 'the whole advance'. Make the seller's default carry a cost too.

8

No transfer until the sale deed

A contract for sale does not, of itself, create any interest in the property (Transfer of Property Act, section 54). Ownership moves only with the registered sale deed.

How to complete it

In the order it happens.

  1. 1

    Collect and have a lawyer review the title documents and an encumbrance certificate before signing.

  2. 2

    Fill in the template, the Schedule and both Annexures.

  3. 3

    Check the stamp duty your state charges on an agreement to sell and stamp it accordingly; register it where your state or the possession terms require.

  4. 4

    Pay each instalment by bank against the seller's obligations in clause 2.

  5. 5

    Execute and register the sale deed by the deadline in clause 6, then apply for mutation in the municipal and land records.

Questions people ask

Does an agreement to sell make me the owner?

No. It is a promise to sell on agreed terms. Ownership passes only when the sale deed is registered.

Does an agreement to sell need to be registered?

It depends on the state and on whether possession is given under it. To claim protection for part performance under section 53A of the Transfer of Property Act, it must be registered. Some states also require registration or charge high stamp duty on it.

How much should the advance be?

There is no legal figure for a resale. Keep it to what you could afford to lose in a dispute until the title is confirmed, and tie further payments to documents.

What happens if the seller backs out?

The agreement's default clause applies, and the buyer can also seek specific performance in court. A clear clause with a refund deadline and a stated cost makes it less likely to come to that.

Sources

  • Transfer of Property Act, 1882, sections 53A and 54
  • Registration Act, 1908, sections 17(1)(b) and 17(1A)
  • Specific Relief Act, 1963 (specific performance of contracts)
  • Your state's stamp act (duty on agreements for sale)