Essential terms of the real estate purchase and sale agreement. Legal examination of the land purchase and sale agreement

It is necessary to conduct a legal examination of the land purchase and sale agreement.
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AGREEMENT
PURCHASE AND SALE OF LAND

two thousand and nine

Individual entrepreneur citizen of the Russian Federation _________ ________ _____________, hereinafter referred to as the “Seller”, on the one hand, and
Citizen of the Russian Federation_________________ sex: husband, ____________________, place of birth: village _________ _________ district ________ region, passport _________ issued _________. The Department of Internal Affairs of the _____________________ district of Moscow, subdivision code _______, registered at the address: Moscow, ___________________________, hereinafter referred to as the “Buyer”, on the other hand, and together referred to as the “Parties”, have entered into this agreement (hereinafter referred to as the “Agreement”) about the following:

1. SUBJECT OF THE AGREEMENT
1.1. The Seller transfers and the Buyer accepts ownership and pays the following
real estate:
land plot, land category: agricultural land, permitted use: for agricultural production, total area ______ (__________________________________________) sq.m., property address: ______________________, owned by the Seller on the basis of:
· Contract of purchase and sale of land No. _____ dated __________,
which is confirmed by the Certificate of State Registration of the Right ______________ (hereinafter referred to as the “Certificate of Registration of the Right”).
1.2. Further in the text, the real estate specified in clause 1.1 of this Agreement
is called "Land".
1.3. Conditions, procedure and timing of transfer of ownership of the Land plot to
The buyer is determined by the current legislation of the Russian Federation and this Agreement.
1.4. The date of transfer of ownership of the Land Plot from the Seller to the Buyer is the date of its state registration in the Office of the Federal Registration Service for the Kaluga Region.

2. PAYMENT UNDER THE AGREEMENT
2.1. The cost of the Land plot is ________ (___________ __________ ___________ _______________) rubles.
2.2. The parties establish next order payment by the Buyer to the Seller
cost of the land plot:
- payment in the amount of ________ (_______________________________________) rubles, the Buyer undertakes to pay the Seller within 5 (five) business days from the date of signing this Agreement by non-cash transfer of the appropriate funds to the Seller’s bank account specified in this Agreement.

3. ENCUMBRANCES (RESTRICTIONS) OF THE LAND
3.1. The Seller guarantees that at the time of signing this Agreement, the Land Plot is free from any rights of third parties - real and/or obligatory - in a dispute, is not under arrest or prohibition, is not mortgaged, is not the subject of legal proceedings and/or enforcement proceedings. The Seller guarantees that before the conclusion of this Agreement, the Land Plot has not been sold to anyone, not given as a gift, or transferred as a contribution to authorized capital other organizations.
3.2. The Seller is the sole owner of the Land Plot owned by him.

4. OBLIGATIONS OF THE PARTIES
4.1. The Seller undertakes to transfer what is owned by him, and the Buyer undertakes to accept the Land Plot within 3 (three) working days from the date the Buyer fulfills all obligations specified in clause 2.2. of this Agreement, by signing the Acceptance and Transfer Certificate of the Land Plot (hereinafter referred to as the “Acceptance Certificate
transfers").
4.2. The seller undertakes:
4.2.1. Provide the Buyer with the information necessary to fulfill the conditions,
established by this Agreement.
4.2.2. Provide assistance in the preparation and submission of documents for registration of the transfer of ownership of the Land Plot to the Buyer to the Office of the Federal Registration Service for the Kaluga Region within 3 (three) working days, subject to the signing by the Parties of the Acceptance and Transfer Certificate, and the Buyer providing all necessary documents, including a document confirming payment of the state fee for registration actions. The Seller transfers the list of necessary documentation to the Buyer
upon signing this Agreement.
4.3. The buyer undertakes:
4.3.1. Pay the cost of the Land plot within the time limits and in the manner established by the article
2 of this Agreement.
4.3.2. Comply with the requirements established by law Russian Federation, V
regarding the use of the Land.
4.3.3. Ensure registration - issue a notarized power of attorney on behalf of the Buyer to persons indicated by the Seller to submit documents to the Office of the Federal Registration Service for the Kaluga Region to register the transfer of ownership in the manner prescribed by law no later than 3 (three) business days from the date of signing this Agreement. If necessary, arising during the state registration of the transfer of ownership of the Land Plot, the Buyer undertakes to provide additional documents to the Office of the Federal Registration Service for the Kaluga Region or to the persons specified by the Seller.
4.3.4. At your own expense, ensure state registration of the transfer of ownership of the Land plot under this Agreement.
4.4. The Seller confirms that he is not deprived of legal capacity, is not under guardianship or trusteeship, does not suffer from diseases that prevent him from understanding the essence of the Agreement, and there are no circumstances forcing him to conclude this Agreement on unfavorable terms for himself.
4.5. The Buyer confirms that he is not deprived of legal capacity, is not under guardianship or guardianship, does not suffer from diseases that prevent him from understanding the essence of the Agreement, and there are no circumstances forcing him to conclude this Agreement on unfavorable terms for himself.
4.6. The responsibilities and rights of the Parties not provided for in this Agreement are determined in accordance with the legislation of the Russian Federation.

5. VALIDITY OF THE AGREEMENT A
5.1. This Agreement is considered concluded and comes into force from the moment it is signed by the Parties and is valid until the Parties fully fulfill their obligations under this Agreement.

6. RESPONSIBILITY OF THE PARTIES
6.1. For failure of the Parties to fulfill their obligations under this Agreement
The parties bear responsibility in accordance with the current legislation of the Russian Federation.
6.2. For failure to fulfill or improper fulfillment by the Buyer of the obligations specified in Clause 2.2. of this Agreement, the Seller has the right to demand, and the Buyer in this case undertakes to pay the Seller a penalty in the amount of 0.1 (one tenth) percent of the amount of the overdue payment for each day of non-fulfillment or improper fulfillment of the corresponding obligation by transferring the corresponding funds to the Seller’s bank account indicated in this Agreement.
Payment of the penalty does not relieve the Buyer from fulfilling the obligations assumed
obligations.
6.3. In case of non-fulfillment or improper fulfillment by the Buyer of the obligation specified in Clause 2.2. of this Agreement, the Seller has the right to terminate this Agreement unilaterally.

6.4. If the Seller fails to fulfill the obligations under this Agreement, the Seller undertakes to return to the Buyer ___________ (____________________ __________________) rubles by transferring the corresponding funds to the Buyer’s bank account specified in this Agreement. If the return is delayed, the Buyer has the right to demand, and the Seller in this case undertakes to pay the Buyer a penalty in the amount of 0.1 (one tenth) percent of the specified amount for each day of non-return by transferring the appropriate funds to the Buyer's bank account specified in this Agreement.

7. FORCE MAJEURE
7.1. The Parties are released from liability for partial or complete failure to fulfill obligations under this Agreement if this failure was a consequence of force majeure circumstances (force majeure) that arose after the conclusion of this Agreement as a result of extraordinary circumstances that the Parties could not foresee or prevent.
7.2. If the circumstances specified in clause 7.1 of this Agreement occur, each Party must notify the other Party about them in writing within 5 (five) days. The notice must contain data on the nature of the circumstances, as well as official documents certifying the existence of these circumstances and, if possible, assessing their impact on the ability of the Party to fulfill its obligations under this Agreement.
7.3. In cases of the occurrence of the circumstances provided for in clause 7.1 of this Agreement, the period for the Party to fulfill its obligations under this Agreement is postponed in proportion to the time during which these circumstances and their consequences apply.
7.4. If the circumstances listed in Clause 7.1 of this Agreement and their consequences continue to apply for more than 2 (two) months from the date of notification, the Parties shall conduct additional negotiations to identify acceptable alternative methods of execution of this Agreement.

8. DISPUTE RESOLUTION
8.1. All disputes under this Agreement must be resolved between the Parties through negotiations in order to develop a mutually acceptable solution. If it is impossible to reach an agreement through negotiations, the dispute is referred to the court.

The purchase and sale agreement, according to Art. 454 of the Civil Code of the Russian Federation, under a purchase and sale agreement, one party (the seller) undertakes to transfer the property into ownership of the other party (the buyer), and the buyer undertakes to accept this product and pay the price for it. The purchase and sale agreement, in turn, has the types that are listed in Chapter 30 of the Civil Code of the Russian Federation. This agreement creates mutual rights and obligations for its parties. The subject is a product aimed at the alienation of things for compensation - material objects and property rights. The essential condition of this contract is, first of all, its subject matter, then the price of the contract in certain types, as well as the term.

SALES AGREEMENT
Moscow ""________20___
_________ represented by ____________, acting on the basis of _________, hereinafter referred to as the “Seller”, on the one hand, and __________ represented by _________, acting on the basis of ________, hereinafter referred to as the “Buyer”, on the other hand, hereinafter referred to as the “Parties”, have entered into this agreement, hereinafter referred to as the “Agreement”, as follows:
1. SUBJECT OF THE AGREEMENT
1.1. The goods belong to the seller by right of ownership, are not pledged, not seized, and are not the subject of claims by third parties. The Seller undertakes to transfer ownership to the Buyer, and the Buyer undertakes to accept and pay for the following products: _____ in the amount of ______.
1.2. The quality and completeness of the transferred products must correspond to ______.
1.3. The warranty period is ______.

2. PROCEDURE FOR TRANSFER OF PRODUCTS
2.1. The deadline for transfer of products is set by ____. The seller has the right to early transfer of products.
2.3. Product location ______.
2.4. Products are shipped on __________.
2.5. The products are delivered in containers and packaging that comply with _______.
2.6. Additional terms ___________.

3. PRICE, PAYMENT PROCEDURE
3.1. The price per unit of production is _____ rubles. The cost of the total quantity of products is ______ rubles.
3.2. Payment procedure ___________.
3.3. The deadline for payment for products is ________.
3.4. The Buyer provides the Seller with the following documents confirming its solvency __________.
3.5. The Seller provides the Buyer with the following documents confirming the availability of products and the absence of rights to these products from other persons _________.

4. PROPERTY LIABILITY
4.1. For delaying the transfer of products, transferring less than what is provided for in the contract, or delay in sampling the products, the guilty party shall pay the injured party a penalty in the amount of the non-transferred (non-selected) products.
4.2. For unjustified refusal or evasion of payment for products, the Buyer shall pay the Seller a fine in the amount of % of the amount that he refused or evaded.
4.3. In case of late payment for products, the Buyer shall pay the Seller a Penalty in the amount of % of the amount of the overdue payment for each day of delay.
4.4. Payment of a penalty (fine, penalty) and compensation for losses caused by improper fulfillment of an obligation does not relieve the parties from fulfilling the obligation in kind.

5. FINAL PROVISIONS
5.1. Disputes arising in connection with the execution of this agreement shall be resolved by arbitration court.
5.2. Changes, additions or termination of this agreement are carried out by written agreement of the parties.
6. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES
Salesman:_________________________________________________________________
Buyer:______________________________________________________________
7. SIGNATURES OF THE PARTIES
Salesman _________________
Buyer _______________

Certain types of contracts

Purchase and sale of real estate

System Lawyer

The essential terms of the real estate purchase and sale agreement must be agreed upon before the transaction. If the parties do not agree on the subject or price, the court will declare the contract invalid.

A real estate purchase and sale agreement is concluded before completing a transaction in relation to various housing or non-residential premises, the whole building or part thereof, land plots. Depending on the characteristics of the object, there may be special rules that are taken into account when preparing the transaction. For example, if this is a land transaction. When a company acquires real estate of high value, they check whether the transaction is a large transaction or an interested party transaction. If applicable, you need to rely not only on the rules for buying and selling real estate, but also on the corresponding rules on transactions.

However, a number of legal requirements apply to the execution of real estate transactions of any type. First of all, they check the essential terms of the real estate purchase and sale agreement. According to paragraph 1 of Art. 432 without approval essential conditions the contract cannot be considered concluded. Therefore, concluding a real estate purchase and sale agreement implies agreeing on all essential provisions for this type of transaction.

There are several essential conditions for real estate purchase and sale agreements:

subject of the contract;
transaction price;
all conditions that will be significant for one of the parties to the transaction.

The essential terms of a real estate purchase and sale agreement are the subject and price

When concluding a real estate purchase and sale agreement, it is necessary to clearly indicate the subject of the transaction, that is, the property in respect of which the sale is being made. According to Art. 130 of the Civil Code of the Russian Federation, real estate objects include:

Plots of land, subsoil plots, buildings, structures, unfinished construction objects and other objects that are firmly connected to the ground and the movement of which is impossible without disproportionate damage to their purpose.
Aircraft, sea vessels, as well as inland navigation vessels that are subject to state registration (Air Code of the Russian Federation, Code of Inland Water Transport of the Russian Federation, Code of Merchant Shipping of the Russian Federation).
Other objects that the law classifies as real estate. In particular, space objects (“On space activities”).
Parking spaces. At the same time, a parking space has the status of a real estate object if it:

In the real estate purchase and sale agreement, the parties must indicate information that will clearly identify the object in respect of which the transaction is being made. For example, this is information about the location of an object on plot of land or on a technical plan as part of another property. If this condition is not agreed upon, the contract will be considered not concluded (Article 554).

In this case, in order to comply with the condition on the object, it is enough to indicate the cadastral number in the contract, if the object has such a number ().

Concluding a real estate purchase and sale agreement is impossible without a price condition

Real estate purchase and sale agreements have a peculiarity: the price is included in the essential conditions. Participants in the transaction must determine its value and indicate the amount in writing. Without fulfilling this condition, the contract will be considered not concluded (clause 1 of Article 555 of the Civil Code of the Russian Federation). At the same time, it is impossible to establish the price that is set under similar circumstances, clause 3 of Art. 424 of the Civil Code of the Russian Federation does not apply to such agreements (clause 1 of Article 555 of the Civil Code of the Russian Federation).

For a real estate purchase and sale agreement, other essential conditions and features of the form must be taken into account

The parties to the contract have the right to determine other essential conditions, in addition to the subject and price of the transaction. Such provisions must be significant for the party that proposed to agree on them. The contract is considered concluded if:

the parties to the transaction agreed on these terms;
the participant who proposed the condition subsequently rescinded the proposal.

If a deal is concluded for the sale of housing, there is an additional essential condition of the real estate purchase and sale agreement. According to paragraph 1 of Art. 558 of the Civil Code of the Russian Federation, the document must list persons who:

live in this premises and
retain the right of use after a change of ownership. It is also necessary to indicate their rights.

When concluding a real estate purchase and sale agreement, pay attention to the form of the agreement

In addition to the essential conditions, there are registration requirements for real estate purchase and sale agreements:

The agreement is concluded in the form of a single written document. Other forms of concluding an agreement cannot be used (Article 550 of the Civil Code of the Russian Federation). Non-compliance written form entails the invalidity of the contract.
The agreement is registered with a notary if the transaction relates to cases that the legislator specifically indicated in the law on state registration of real estate (subclause 2, clause 12, article 18, clause 1, article 42 and clause 2, article 54). The amount of the fee for notary services depends on the value of the property (subparagraph 5, paragraph 1, article 333.24 and paragraph 2, subparagraph 5, paragraph 1, article 333.25;).

It should also be taken into account that a real estate purchase and sale agreement is a variant of the purchase and sale agreement. To such agreements, general provisions on purchase and sale apply to the extent that is not regulated by special rules (clause 5 of Article 454 of the Civil Code of the Russian Federation).

Legal examination of a contract - a sample of filling out a conclusion based on the results of this procedure is presented on our website (although it is advisable to develop it at each enterprise, taking into account the specifics of its activities). In this article we will talk about the purposes and procedure for conducting such an examination.

Why is it necessary and what does legal review of contracts include?

Conclusion of contracts is an integral part of the economic life of any enterprise. But due attention is not always paid to the preparation of contracts: in anticipation of economic benefits (and often due to low legal literacy), contracts are concluded urgently, without checking the reliability of the counterparty and working out the terms.

At the same time, it is in the text of the contract that the parties will look with hope if something goes wrong: one party - in order to avoid liability, the other - in order to get what is due under the contract as soon as possible.

Contract examination helps to minimize economic, legal (for example, the risk of recognizing a contract as not concluded) and other risks that accompany contractual relations. During this process it is established:

enforceability of obligations;
powers of the signatory on the part of the counterparty;
the correct choice of the type of contract;
compliance of the contents of the document with the law;
precision of wording, eliminating ambiguous interpretation;
absence of errors, typos, contradictions in the text.

Legal analysis of the contract should only be carried out by a qualified lawyer. The result of this activity is a conclusion that identifies possible problematic issues, provides references to legislation and judicial practice, specific recommendations for making adjustments are given.

How to assess the reliability of a counterparty

Even before starting to analyze the text of the contract, it is necessary to conduct a reliability check of the counterparty in order to exclude cooperation with dubious companies. Typically, such functions are performed by the economic security service or another special service. If such a division has not been created at the enterprise, then a lawyer should take care of the reliability of counterparties.

For a full check, you should request copies of the following documents from the counterparty: cards, OGRN and TIN certificates, charter, financial statements, protocol on the appointment of a manager. But an express assessment of reliability can be carried out using open sources, if you have access to the Internet and know at least the state registration number of the counterparty. Here are some of the sources.

Checking the ability to fulfill obligations under the contract

If the counterparty, under the terms of the contract, fulfills non-monetary obligations, you should additionally check whether he has the actual ability to do this. This applies to cases when:

property or individual rights to it are transferred;
rights to the results of intellectual activity are transferred;
licensed services are provided, etc.

Verification is carried out according to documents. For example, the ability of a subject to dispose of real estate transferred under a purchase and sale agreement must be confirmed by a certificate of registration of ownership (for rights registered before July 15, 2016) or an extract from the Unified State Register/Unified State Register of Real Estate (for rights registered after the specified date). When transferring property to sublease, the document confirming the possibility of such transfer will be the lease agreement.

You can find out about existing encumbrances on real estate transferred under a contract by obtaining a paid extract from the Unified State Register of Real Estate.

IMPORTANT! It is highly desirable to see the original documents confirming the right or their notarized copies, and not simple copies.

You should check whether the text of the agreement contains a link to a document confirming the right, indicating its details (certificate, agreement, license, etc.), as well as indications of real estate encumbrances, if they exist.

Checking authority to sign a document

One of the requirements for written transactions is that either the parties to the transaction themselves or their representatives must sign the relevant document (agreement) (clause 1 of Article 160 of the Civil Code of the Russian Federation). It is necessary to check whether the signatories of the agreement actually have the appropriate authority.

For an organization without a power of attorney, firstly, its head can sign an agreement. In this case, you need to check:

Is the signatory really a manager and has his term of office expired? To do this, you need to study the charter, the protocol on the appointment of the head (or an extract from it), and an extract from the Unified State Register of Legal Entities. The latter can be found using the Federal Tax Service online service.
Are there any restrictions established by the charter or law for transactions made by the manager (for example, regarding the amount of the transaction). If a transaction is permitted only with the approval of other management bodies of the organization, then the relevant documents must be available.

Secondly, others can act without a power of attorney. officials organization, but only on condition that this is provided for by the charter. In this case, it is necessary to ensure that the signatory occupies the appropriate position by reading the personnel order. Information about this person must also be reflected in the extract from the Unified State Register of Legal Entities.

In all other cases, signing an agreement is possible only by power of attorney, even when the person is the acting head of the organization (by order). You should check:

does a power of attorney really give the right to sign an agreement;
whether the power of attorney has expired;
whether the requirements for drawing up a power of attorney established by the Civil Code of the Russian Federation are met.

Determining the correctness of choosing the type of contract

For almost every type of relationship between economic entities, the Civil Code provides for a certain type of agreement. There are more than 25 types of contracts, and many of them are divided into subtypes.

Moreover, the same goal can be achieved by concluding different types contracts. For example, commission, agency and commission agreements are similar in purpose. During the legal review process, it is necessary to determine:

What type of relationship actually takes place and whether the chosen type of contract corresponds to it. In some cases, the type of agreement may be provided for by law, and the conclusion of another agreement in circumvention of it will create the risk of recognizing the transaction as invalid. It should be remembered: the essence of the contract is determined by its content, not its name.
Is the chosen type of contract really the most beneficial in a given situation (for example, in terms of tax consequences).

A little about the essential terms of contracts (using the example of sales and purchase agreements and an agency agreement)

In any contract, essential terms must be agreed upon, otherwise the contract is not considered concluded. These include (paragraph 2, clause 1, article 432 of the Civil Code of the Russian Federation):

subject of the agreement - in all cases;
other conditions - if they are called essential in the law or one of the parties declared them as such.

The subject of the contract is the content of the legal relationship - the legal consequence that the parties wish to achieve. The subject determines the type of contract and should be as specific as possible. So, if a premises is being rented, you need to indicate what kind of premises it is, where it is located, what its area is, etc.

For various types and even subtypes of contracts, the law establishes a different set of essential conditions.

Thus, from the analysis of the norms of the Civil Code of the Russian Federation devoted to general provisions on the sale and purchase, it follows that the only essential condition of this type of contract will be the subject matter (or rather, the condition about the goods). If the contract specifies the name and quantity of the goods, then it will be considered concluded (Clause 3 of Article 455 of the Civil Code of the Russian Federation). However, for certain types of purchase and sale, additional essential conditions are established: in the case of the sale of real estate, the condition on the price (clause 1 of Article 555 of the Civil Code of the Russian Federation) becomes essential, and in the case of delivery - on the timing (Article 506 of the Civil Code of the Russian Federation).

As for the agency agreement, for its conclusion it is also sufficient to agree only on the conditions on the subject. The absence of a price and deadlines in the contract does not affect the conclusion of the contract, since there is a direct indication of the need to include them in the contract of Ch. 52 of the Civil Code of the Russian Federation does not contain. However, it is necessary to specify on whose behalf the agent will act.

After determining the presence of all essential conditions, you should begin to analyze the remaining terms of the contract. At this stage, of course, you should notice inaccuracies in wording, errors, typos, etc.

In addition, it is worth checking whether the terms of the agreement do not contradict the imperative norms of the Civil Code of the Russian Federation governing this type relationships. For example, Art. 782 of the Civil Code of the Russian Federation establishes that under a contract for the provision of services, the customer has an unconditional right to unilateral refusal to perform. Therefore, the term of the contract providing for the waiver of this right is void.

In general, the analysis of the terms of the contract depends on its type and business needs. We will give only examples of nuances that you should pay attention to:

Deadlines for fulfillment of obligations. And although not for all contracts the term condition is essential, it is still necessary to clearly indicate exactly when the goods must be delivered (services provided, etc.), when they must be paid for, and at what point the obligation will be fulfilled. It is worth checking whether there are conditions that allow you to shift the dates of fulfillment of obligations, put them under conditions, etc.
If the contract provides for the payment of a penalty for late performance, then it is necessary to indicate correctly how exactly (from what value) it will be calculated, simulating specific situations.
It is advisable to settle in the contract all issues related to the delivery of correspondence: addresses for sending it, delivery methods, the obligation to notify about a change of address, etc. This will avoid disputes about whether notification of a particular fact was appropriate.

Let's summarize. There are no strict rules for conducting legal examination of contracts; there are only basic areas in which an expert should work. A conclusion based on the results of a legal analysis of the contract is also drawn up in free form - a sample of it can nevertheless be found on our website.