CONTRACT TO SELL

This Contract to Sell (Contract) entered into this 7th day of December 2015 by and between:
ABC Land Corporation, a corporation organized and existing under Philippine law, with
office address at _____________________, represented herein by its President, Mr. ABC,
hereinafter referred to as Seller;
- and Attorney No Case, of legal age, Filipino, with address at _____________, hereinafter
referred to as Buyer; hereinafter, the Seller and Buyer are referred to as Parties;
WHEREAS:
A.

Seller is the registered owner of a parcel of land located in Tawi-Tawi covered by Transfer
Certificate of Title No. 12345 issued by the Registry of Deeds of Sulu, consisting of Ten Thousand
Square Meters, more or less (10,000 sq.m.), with the following technical description (Property):
A parcel of land xxx.

B.

Seller has offered to sell and Buyer has agreed to buy the Property under the terms and conditions
of this Contract.

NOW THEREFORE, the Parties agree as follows:

1.

CONSIDERATION/PURCHASE PRICE:
For and consideration of the Purchase Price of
P5,000 per square meter or a total Purchase Price of Php 50,000,000, the Seller agrees to sell,
transfer and convey the Property to Buyer on fulfillment of the conditions set forth in this Contract.
The Consideration shall be payable in the following manner:
a.
b.
c.

Earnest Money of (P5 Million) payable on signing of this Contract,

receipt of which is hereby acknowledged by Seller;
Down Payment of P5 Million payable 30 days after execution of
this Contract; and
Full Payment of Balance of P40 Million payable on or before
February 1, 2016 upon execution by the Parties of the Deed of Absolute Sale.

2.

WARRANTIES OF THE PARTIES: The Parties hereby represent and warrant as follows:
Seller: The Seller hereby represents and warrants to the Buyer that:
i.
It is the legal and beneficial owner of the Property with valid title to and right to sell the
same.
ii.
The Property is free of any liens, claims and encumbrances.
iii.
It is a corporation duly organized and existing under Philippine law and has all the
requisite power and authority to execute and deliver this Contract, to perform its
obligations hereunder and to consummate the purchase of the Property.
iv.
This Contract constitutes the valid and legally binding obligations of the Seller that is
enforceable against it in accordance with the Contracts terms and conditions.
Buyer: The Buyer hereby represents and warrants to the Seller that:
i.
He is of legal age and a Filipino citizen duly qualified and without any of the
disqualifications to acquire the Property.
ii.
This Contract constitutes the valid and legally binding obligations of the Buyer that is
enforceable against him in accordance with the Contracts terms and conditions.

3.

CONDITIONS PRECEDENT TO BUYERS OBLIGATIONS: Buyers obligation to pay the

Purchase Price in the manner set forth herein shall be subject to the following conditions
precedent:
i.

ii.

4.

Due Diligence by Buyer:

For a period of 45
days from the execution of this Contract, Buyer shall have a right to conduct a due
diligence on the Property to check on the validity of the title to the Property and the legal
right and ownership of the Seller. The Buyer shall solely determine whether or not to
proceed or if no decision has been arrived at to pay the full Purchase Price by notifying
the Seller of his decision on or before the 30th day.
Delivery of Documents by Seller: On or before February
1, 2016, the Seller shall turn over the following documents relating to the Property without
which Buyer shall not be obliged to pay the Balance of the Purchase Price:
1.
Transfer Certificate of Title over the Property free from all liens and encumbrances;
2.
Tax Declaration for the Property;
3.
Official Receipt of Real Estate Tax payment for the full year of 2015 and
4.
Tax Clearance for 2015.

TAXES AND EXPENSES: The Parties agree that the Capital Gains Tax and brokers fee Due on
the sale of this Property shall be for the Sellers account while Documentary Stamp Tax, Transfer
Tax, Registration Fees and all other expenses for the transfer of the Title shall be for the account of
Buyer.
Except as otherwise provided in this Contract, each Party shall bear its respective expenses in
connection with the authorization, approvals, negotiation, preparation, and execution of, and
performance of their obligations under, this Contract and all other documentation contemplated
hereby and thereby.

5.

FURTHER ACTS: The Parties agree to execute and deliver such other documents, contracts or
instruments as are necessary to effect this sale and purchase transaction over the Property.
2

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on date first above written in
______________________.
ABC Land Corporation
Seller
By:

ABC

Attorney No Case
Buyer
Signed in the presence of:

_______________________________

_____________________
ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

________ CITY
) SS.
BEFORE ME, a Notary Public in and for the City of Makati, personally appeared :
Name

Gov't Issued I.D.

ABC as President of
ABC Corporation
No Case

_________________
________________________

has satisfactorily proven to me their identity through their respective I.D.'s that they are the same persons who
executed and voluntarily signed the foregoing Contract to Sell, which they acknowledged before me as their free and
voluntary act and deed and the free and voluntary act and deed of the corporation that Mr. ABC represents.
The foregoing Contract to Sell, consisting of four (4) pages including the page on which this acknowledgement is
written, has been signed at the left margin of each and every page by the parties and the witnesses, and pertains to a
Contract to Sell of a parcel of land covered by TCT Nos. 12345.
WITH MY HAND AND SEAL, this_____ of December 2015 in ______________ City.
Doc, No. ______
Page No. _____
Book No.______
Series of 2015.

DEED OF ABSOLUTE SALE

This Deed of Absolute Sale (Deed) entered into this 25th day of January 2016 by and between:
ABC Land Corporation, a corporation organized and existing under Philippine law, with
office address at _____________________, represented herein by its President, Mr. ABC,
hereinafter referred to as Seller;
- and Attorney No Case, of legal age, Filipino, with address at _____________, hereinafter
referred to as Buyer; hereinafter, the Seller and Buyer are referred to as Parties;
WHEREAS:
C.

Seller is the registered owner of a parcel of land located in Tawi-Tawi covered by Transfer
Certificate of Title No. 12345 issued by the Registry of Deeds of Sulu, consisting of Ten Thousand
Square Meters, more or less (10,000 sq.m.), with the following technical description (Property):
A parcel of land xxx.

D.

Seller has offered to sell and Buyer has agreed to buy the Property under the terms and conditions
of this Deed.

NOW THEREFORE, the Parties agree as follows:

1.

CONSIDERATION/PURCHASE PRICE:
For and consideration of the Purchase Price of Php
50,000,000, receipt of which is hereby acknowledged by the Seller, the Seller hereby sells,
transfers and conveys the Property to Buyer.

2.

WARRANTIES OF THE PARTIES: The Parties hereby represent and warrant as follows:
Seller: The Seller hereby represents and warrants to the Buyer that:
v.
It is the legal and beneficial owner of the Property with valid title to and right to sell the
same.
vi.
The Property is free of any liens, claims and encumbrances.
vii.
It is a corporation duly organized and existing under Philippine law and has all the
requisite power and authority to execute and deliver this Deed, to perform its obligations
hereunder and to consummate the purchase of the Property.
viii.
This Deed constitutes the valid and legally binding obligations of the Seller that is
enforceable against it in accordance with the Deeds terms and conditions.
Buyer: The Buyer hereby represents and warrants to the Seller that:
iii.
He is of legal age and a Filipino citizen duly qualified and without any of the
disqualifications to acquire the Property.
iv.
This Deed constitutes the valid and legally binding obligations of the Buyer that is
enforceable against him in accordance with the Deeds terms and conditions.

3.

TAXES AND EXPENSES: The Parties agree that the Capital Gains Tax and brokers fee Due on
the sale of this Property shall be for the Sellers account while Documentary Stamp Tax, Transfer

Tax, Registration Fees and all other expenses for the transfer of the Title shall be for the account of
Buyer.
Except as otherwise provided in this Deed, each Party shall bear its respective expenses in
connection with the authorization, approvals, negotiation, preparation, and execution of, and
performance of their obligations under, this Deed and all other documentation contemplated hereby
and thereby.
4.

FURTHER ACTS: The Parties agree to execute and deliver such other documents, contracts or
instruments as are necessary to effect this sale and purchase transaction over the Property.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures to this Deed on the date first above
written in ______________________.
ABC Land Corporation
Seller
By:

ABC

Attorney No Case
Buyer
Signed in the presence of:

_______________________________

_____________________
ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

________ CITY

) SS.

BEFORE ME, a Notary Public in and for the City of Makati, personally appeared :
Name

Gov't Issued I.D.

ABC as President of
ABC Corporation

_________________

No Case

________________________

has satisfactorily proven to me their identity through their respective I.D.'s that they
are the same persons who executed and voluntarily signed the foregoing Deed of
Absolute Sale, which they acknowledged before me as their free and voluntary act
and deed and the free and voluntary act and deed of the corporation that Mr. ABC
represents.
The foregoing Deed of Absolute Sale, consisting of ____ (__) pages including the
page on which this acknowledgement is written, has been signed at the left margin
of each and every page by the parties and the witnesses, and pertains to a Contract
to Sell of a parcel of land covered by TCT Nos. 12345.
WITH MY HAND AND SEAL, this_____ of January 2016 in ______________ City.
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Doc, No. ______

Page No. _____
Book No.______
Series of 2016.