Agreement to Sell

AGREEMENT TO SELL This AGREEMENT TO SELL is made at [place_of_execution] on [execution_date] BETWEEN [seller_name], residing at [seller_address], hereinafter "the SELLER", of the ONE PART; AND [buyer_name], residing at [buyer_address], hereinafter "the BUYER", of the OTHER PART. RECITALS A. The Seller is the absolute and lawful owner of the property described in the Schedule below (the "Scheduled Property"), and has a clear and marketable title to it. B. The Seller has agreed to sell and the Buyer has agreed to purchase the Scheduled Property on the terms recorded below. NOW IT IS AGREED AS FOLLOWS: 1. AGREEMENT TO SELL The Seller agrees to sell and the Buyer agrees to purchase the Scheduled Property, free from all encumbrances, for a total consideration of Rs. [total_consideration] (Rupees [consideration_in_words] only). 2. ADVANCE AND BALANCE 2.1 The Buyer has paid the Seller an advance of Rs. [advance_paid] by way of [payment_mode], the receipt of which the Seller acknowledges. 2.2 The balance shall be paid as follows: [balance_terms] 3. COMPLETION 3.1 The parties shall execute and register the SALE DEED on or before [completion_date]. 3.2 Time is of the essence in respect of the completion date. 3.3 The Seller shall deliver vacant and peaceful possession of the Scheduled Property to the Buyer simultaneously with the execution and registration of the sale deed. 4. THE SELLER'S OBLIGATIONS BEFORE COMPLETION [seller_obligations] The Seller shall additionally: produce all original title documents for inspection; clear all outstanding taxes, dues and encumbrances up to the date of completion; obtain any consent, no-objection certificate or permission required for the transfer; and not create any encumbrance over the Scheduled Property in the interim. 5. THE BUYER'S OBLIGATIONS The Buyer shall pay the balance consideration on or before the completion date, and shall bear the stamp duty and registration charges on the sale deed unless agreed otherwise. 6. DEFAULT 6.1 If the Buyer fails to complete without lawful cause, the Seller may forfeit the earnest money, subject to the Buyer's rights in law. 6.2 If the Seller fails to complete without lawful cause, the Buyer shall be entitled to the refund of all amounts paid, and to seek SPECIFIC PERFORMANCE of this Agreement under the Specific Relief Act, 1963. 7. WHAT THIS AGREEMENT DOES AND DOES NOT DO 7.1 The parties expressly record that under Section 54 of the Transfer of Property Act, 1882, a contract for the sale of immovable property does NOT, of itself, create any interest in or charge on that property. 7.2 Title will pass to the Buyer only on execution and registration of the sale deed. This Agreement creates a contractual right to obtain that conveyance; it does not make the Buyer the owner. 8. GOVERNING LAW AND JURISDICTION This Agreement is governed by the laws of India, and the courts having jurisdiction over the Scheduled Property shall have exclusive jurisdiction. SCHEDULE — THE PROPERTY [property_description] IN WITNESS WHEREOF the parties have signed this Agreement on the day, month and year first above written. SELLER BUYER [seller_name] [buyer_name] WITNESSES 1. Name: ______________________ Signature: ______________ Address: ______________ 2. Name: ______________________ Signature: ______________ Address: ______________ ──────────────────────────────────────────────────────────────── AN AGREEMENT TO SELL IS NOT A SALE This is worth being blunt about, because the opposite belief is common and expensive. An agreement to sell gives the buyer a CONTRACTUAL RIGHT to have the sale completed. It does not give ownership. Under Section 54 of the Transfer of Property Act, 1882 a contract for sale "does not, of itself, create any interest in or charge on such property". The Supreme Court, in Suraj Lamp & Industries (P) Ltd. v. State of Haryana (2011) and again in 2025, held that an agreement to sell combined with a general power of attorney and a will — the so-called "SA/GPA/Will transfer" — conveys NO TITLE and is not a valid mode of transferring immovable property. If someone is offering to "sell" you property on that basis rather than by a registered sale deed, you are not becoming the owner. Insist on the registered sale deed. If the seller resists, ask why. LIMITATION: a suit for specific performance must ordinarily be filed within THREE YEARS of the date fixed for performance, or of the date the buyer had notice that performance was refused. Do not let an agreement to sell drift. STAMP DUTY: several States charge substantial stamp duty on an agreement to sell, particularly where possession is delivered, and in some States that duty is adjustable against the duty on the eventual sale deed. Confirm locally before execution.