CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL, made and executed this ____ day of _________, 20__ by and between:
(NAME OF SELLER /VENDOR), of legal age, single/married to (Name of spouse if
any), Filipino, and with residence and postal address at (Address), hereinafter referred to as
the "SELLER/VENDOR";
-AND(NAME OF BUYER/VENDEE), Filipino and with residence and postal address at
(Address), hereinafter referred to as the "BUYER/VENDEE".
WITNESSETH;
WHEREAS, the SELLER/VENDOR is the absolute and registered owner of a parcel of
land consisting of LAND AREA IN WORDS (000) square meters, more or less, located at
(Address of property to be sold) and covered by Transfer Certificate of Title No. (TCT Number)
issued by the Registry of Deeds of (Name of Town or City);
WHEREAS, the BUYER/VENDEE has offered to buy and the SELLER /VENDOR has
agreed to sell the above mentioned property under the terms and conditions herein below set
forth;
NOW THEREFORE, for and in consideration of the total sum of (Amount in words) (Php:
000,000.00) Philippine Currency, and of the covenants herein after set forth the
SELLER/VENDOR agrees to sell and the BUYER/VENDEE agrees to buy the aforesaid
property subject to the following terms and conditions: (Note: Terms and Conditions below
are sample only, please revise)
1.
The total consideration shall be One Million (Php: 1,000,000.00) PESOS, Philippine
Currency, payable as follows:
a) The amount of THREE HUNDRED THOUSAND (Php: 300,000.00) PESOS, representing
earnest money shall be payable by the BUYER/VENDEE to the SELLER/VENDOR upon
signing of this Contract to Sell;
b) The remaining balance in the amount of SEVEN HUNDRED THOUSAND (Php: 700,000.00)
PESOS, shall be paid in Cash on or before ___________, 20__.
c) In case the check representing the payment for the balance provided in paragraph b hereof,
is dishonored by the drawee bank, the earnest money in the amount of THREE HUNDRED
THOUSAND (Php: 300,000.00) PESOS, shall be forfeited in favor of the SELLER/VENDOR.
2.

Capital Gains Tax and Real Estate Tax, shall be for the account of the SELLER/VENDOR;

3.
Documentary Stamps Tax, Registration Fee, registration expenses, and all other
miscellaneous fees and expenses shall be to the account of the BUYER/VENDEE;
4.
Possession to the subject property shall be delivered by the SELLER/VENDOR to the
BUYER/VENDEE upon full payment of the total consideration;
5. Upon full payment of the total price, the SELLER/VENDOR shall sign and execute a
DEED OF ABSOLUTE SALE in favor of the BUYER/VENDEE. The SELLER/VENDOR shall
likewise execute and/or deliver any and all documents, including but not limited to the original
copy of Transfer Certificate of Title, Tax Declaration and all other documents necessary for the
transfer of ownership from SELLER/VENDOR to the BUYER/VENDEE.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this ___ day of
____________, 20__ at _________________________, Philippines.

(SELLER/VENDOR)
Name

(BUYER/VENDEE)
Name

WITH MARITAL CONSENT:

________________________
Name of Seller/Vendor's Spouse

_________________________
Name of Buyer/Vendee's Spouse

SIGNED IN THE PRESENCE OF:

__________________________

____________________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
_____________________________ ) SS.
BEFORE ME, a Notary Public, this ____________day of ________________, personally appeared
the following:
Name
(Name of Seller/Vendor)
(Name of Buyer/Vendee)

CTC Number
10000000
10000000

Date/Place Issued
February 5, 20__ / Pasay City
January 14, 20__ / Quezon City

This instrument, consisting of ___ page/s, including the page on which this acknowledgment is
written, has been signed on the left margin of each and every page thereof by the concerned
parties and their witnesses, and sealed with my notarial seal.
IN WITNESS WHEREOF, I have hereunto set my hand the day, year and place above written.

Notary Public
Doc. No. ........;
Page No. .......;
Book No. .......;
Series of 20__.

DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:
This DEED OF ABSOLUTE SALE is made, executed and entered into by:
(NAME OF SELLER), of legal age, single/married to (Name of spouse if any), Filipino, and
with residence and postal address at (Address of Seller), hereinafter referred to as the SELLER
-AND(NAME OF BUYER), Filipino and with residence and postal address at (Address of Buyer),
hereinafter referred to as the BUYER.
WITNESSETH;
WHEREAS, the SELLER is the registered owner of a parcel of land with improvements
located at (Address of property to be sold) and covered by Transfer Certificate of Title No.
(TCT Number) containing a total area of (Land Area of Property in Words) (000) SQUARE
METERS, more or less, and more particularly described as follows:
TRANSFER CERTIFICATE OF TITLE NO. 0000
"(Insert the technical description of the property on the title) Example: A PARCEL
OF LAND (Lot 20 Blk 54 of consolidation subdivision plan (LRC) Pcs-13265, being a portion of
the consolidation of Lots 4751-A and 4751-B (LRC) Psd-50533, Lot 3, Psd-100703, Lot 1, Psd150980, LRC Rec. Nos. Nos. N-27024, 51768, 89632, N-11782, N-13466, and 21071 situated
in the Bo. of San Donisio, Mun of Paranaque, Prov of Rizal, Is. of Luzon. Bounded on NE.,
point 4 to 1 by Road Lot 22, on...to the point of beginning; containing an area of (280) square
meters more or less..."

WHEREAS, the BUYER has offered to buy and the SELLER has agreed to sell the above
mentioned property for the amount of (Amount in words) (P 000,000.00) Philippine Currency;
NOW THEREFORE, for and in consideration of the sum of (Amount in words) (P
000,000.00) Philippine Currency, hand paid by the vendee to the vendor, the SELLER DO
HEREBY SELL, TRANSFER, and CONVEY by way of Absolute Sale unto the said BUYER, his
heirs and assigns, the certain parcel of land together with all the improvements found thereon,
free from all liens and encumbrances of whatever nature including real estate taxes as of the
date of this sale.

(NAME OF SELLER)
Seller

(NAME OF BUYER)
Buyer

WITH MARITAL CONSENT:

________________________
_________________________
Name of Seller's Spouse

Name of Buyer's Spouse

SIGNED IN THE PRESENCE OF:

__________________________

____________________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
_____________________________ ) SS.
BEFORE ME, a Notary Public for and in the City of ___________________, personally appeared:
Name

CTC Number

(Name of Seller)
(Name of Buyer)

10000000
10000000

Date/Place Issued
Jan 15, 20__ / Angeles City
Jan 9, 20__ / Manila

Known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same are their free act and voluntary deed.
This instrument, consisting of (__) pages, including the page on which this acknowledgment is
written, has been signed on the left margin of each and every page thereof by the concerned
parties and their witnesses, and sealed with my notarial seal.
WITNESS MY HAND AND SEAL on this ___day of __________________20__ at_______________.
Notary Public

Doc. No. ........;

Page No. .......;
Book No. .......;
Series of 20__.

4. Contract Drafting Basics

title should identify the type

contract using a generic term.

of

4.1 Structure of a Contract

Title
Introductory paragraph, including the
parties and the date of agreement
Preamble / Recitals / WHEREAS
Clauses (Statement of the background
facts)
Definitions
Operative
Clauses
(including
consideration, conditions, and closing)
Representations,
warranties,
covenants, indemnities, guaranties,
releases
Events of default and remedies
Boilerplate
Signature Block
Exhibits and Attachments
4.2 Title
The title is normally in all capital
letters, centered and underlined. The

4.3 Introductory paragraph

This paragraph is not numbered. This
first paragraph identifies the parties
and the type of transaction they are
documenting,
establishes
defined
terms for the parties, and provides a
reference date for the document.
Example:
This Agreement (hereinafter referred
to as the "Agreement") is made by and
between XYZ Inc. (hereinafter referred
to as "Licensor"), a corporation with
principal offices at 1 Main Street,
Buffalo, New York, and ABC Company,
a limited company with principal
offices at 250 Zhong Zhen Road,
Taipei, Taiwan (hereinafter referred to
as "Licensee").

4.4 Preambles / Recitals

These set the context for the
agreement and are useful for later
interpretation of the agreement. They
also provide a place to list related
transactional documents. Preambles
are traditionally preceded by the word
WHEREAS,
though
this
is
unnecessary. It is not necessary to title
the section Recitals.
Recitals should include facts that will
help a later reader grasp the nature,
purpose and basis for the agreement.
Examples of appropriate facts include:
the relationship and goals of the
parties;
the nature of the transaction; and
other transactional documents and
things associated with the transaction.
Immediately after the recitals, write a
transition. Older contracts use archaic,
unnecessary transitions such as:
Know all men by these presents:
Now,
THEREFORE,
and
in
consideration of the premises and
mutual promises, terms and conditions
stated herein, the parties do now
AGREE as follows:
In fact, it is just as effective and easier
to write: The parties agree as
follows:
4.5 Definitions
The purpose of definitions is to isolate
a term or concept that is usually
repeated in the agreement, and
ensure that it will be given the same
meaning each time.
Defined terms should be set out
alphabetically in a separate section
located near the beginning of the

agreement. For short agreements,

definitions could instead be introduced
in the place where they first occur.
Defined words should be distinguished
from normal words. The most common
way to do this is by using Initial Caps
and treating it as a proper noun. It is
important that defined terms are initial
capped every time they are used.
Definitions may be either inclusive or
exclusive:
Inclusive:
Intellectual
Property
means intellectual property as that
term is generally used and includes all
patents, copyrights, and trademarks.
Exclusive:
Intellectual
property
means
patents,
copyrights,
and
trademarks.
Note: Avoid substantive requirements
in definitions. They are more likely to
be overlooked. It is less easy to work
with the document.
4.6 Signature Block
The signature block should begin by
stating that, by signing the document,
the parties are agreeing to its terms.
E.g. The Parties agree to the terms of
this Agreement above.
For a natural person, a line with the
persons name underneath is used. For
a
corporate
or
limited
liability
signatory, identify both the entity and
capacity of the person actually signing
for such entity:
Licensor

Licensee

XYZ Inc.
By: ________
Name: John Smith

ABC Com
A Limited
By: ______

Title: President