Contract for Deed (Land Contract) - Massachusetts

CONTRACT FOR DEED (INSTALLMENT LAND CONTRACT)

(Commonwealth of Massachusetts)

RECORDING INFORMATION

After Recording Return To:
[NAME]
[ADDRESS]

Prepared By:
[NAME OF DRAFTER], Massachusetts Bar No. [______]

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Property; Legal Description
4. Purchase Price, Down Payment, and Installment Terms
5. Title; Deed Held / Escrowed Pending Payoff
6. Possession
7. Taxes, Insurance, and Maintenance
8. Equitable Mortgage Treatment; Vendor Covenants
9. Default and Remedies; Foreclosure; Buyer Cure
10. Prepayment
11. Risk of Loss; Condemnation
12. Recording
13. Assignment
14. Due-on-Sale / Garn-St. Germain
15. Required Disclosures
16. General Provisions
17. Execution and Acknowledgment
18. Exhibit A — Legal Description

1. PARTIES AND RECITALS

This CONTRACT FOR DEED (this "Contract") is made as of [__/__/____] (the "Effective Date") by and between:

• Seller: [SELLER LEGAL NAME], of [________________________________] ("Seller"); and
• Buyer: [BUYER LEGAL NAME], of [________________________________] ("Buyer").

Recitals

A. Seller holds fee simple title to the real property on Exhibit A (the "Property").
B. Seller agrees to sell and Buyer agrees to buy the Property on installments, with Seller retaining legal title as security and Buyer receiving possession and equitable title.
C. The Parties acknowledge that, under Massachusetts law, this Contract may be construed as an equitable mortgage, and that the remedies on default are governed accordingly (see Section 9).

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" — all federal and Massachusetts laws applicable to the Property or this transaction.
"Equitable Mortgage" — the legal characterization under which a court may treat this Contract as a security instrument securing the Unpaid Balance, preserving Buyer's equity of redemption.
"Purchase Price" — the total price in Section 4.
"Unpaid Balance" — the Purchase Price less the Down Payment and all principal payments credited.

3. PROPERTY; LEGAL DESCRIPTION

3.1 Property. [PROPERTY ADDRESS], [CITY/TOWN], [COUNTY] County, Massachusetts, legally described on Exhibit A, with all improvements, easements, and appurtenances.

3.2 Registered Land. ☐ The Property is recorded (unregistered) land. ☐ The Property is registered (Land Court) land; Certificate of Title No. [______].

4. PURCHASE PRICE, DOWN PAYMENT, AND INSTALLMENT TERMS

4.1 Purchase Price: $[____].

4.2 Down Payment: $[____] at execution.

4.3 Financed Balance: $[____], bearing interest at [____]% per annum.

4.4 Installments. Buyer shall pay $[____] per month on the [____] day of each month, beginning [__/__/____], until paid in full or the maturity/balloon date of [__/__/____].

4.5 Payment Schedule.

If this financing is treated as a mortgage note covered by G.L. c. 183, § 59, a late charge must be authorized in the loan documents, cannot exceed 3% of overdue principal and interest (exclude estimated taxes), and cannot be imposed on a payment made within 15 days after its due date (10 days for a biweekly mortgage payment). Do not impose it more than once for the same late payment.

4.6 Application of Payments. First to late charges, then accrued interest, then principal.

4.7 Statement of Account. Seller shall provide Buyer a written annual statement of payments, interest, principal, and Unpaid Balance.

5. TITLE; DEED HELD / ESCROWED PENDING PAYOFF

5.1 Retention of Legal Title. Seller retains legal title as security; Buyer holds equitable title and possession.

5.2 Deed Upon Payoff. Upon full payment, Seller shall deliver a ☐ Massachusetts statutory warranty deed ☐ quitclaim deed (the Massachusetts "quitclaim deed" conveys with limited covenants) conveying good and clear record and marketable title, subject only to Permitted Encumbrances on Exhibit A.

5.3 Deed Escrow (recommended). [CHECK ONE]
☐ The Parties deposit an executed deed with [ESCROW AGENT/ATTORNEY], released to Buyer at payoff or to Seller only upon a lawfully completed foreclosure/termination.
☐ No escrow; Seller delivers the deed at payoff.

6. POSSESSION

Buyer is entitled to exclusive possession on [__/__/____] and shall retain possession unless and until Buyer's equitable interest is lawfully terminated through foreclosure or other process under Section 9.

7. TAXES, INSURANCE, AND MAINTENANCE

7.1 Taxes. Buyer shall pay all real estate taxes and assessments before delinquency.
7.2 Insurance. Buyer shall maintain fire/hazard insurance of at least $[____], naming Seller as additional insured/loss payee.
7.3 Maintenance. Buyer shall keep the Property in good repair, free of waste, and in compliance with the State Sanitary and Building Codes.

8. EQUITABLE MORTGAGE TREATMENT; VENDOR COVENANTS

8.1 Characterization. The Parties acknowledge that Massachusetts courts may treat this Contract as an equitable mortgage securing the Unpaid Balance, preserving Buyer's equity of redemption. The Parties intend Buyer's accrued equity to be protected on default consistent with Massachusetts law.

8.2 Senior Lien (disclose). ☐ None. ☐ The Property is subject to a senior [mortgage] held by [LENDER], balance approximately $[____]. Seller covenants to keep it current and apply Buyer's payments toward it.

8.3 Grant of Power of Sale (optional, recommended for enforceability). ☐ To facilitate Seller's remedy on default, Buyer grants Seller a power of sale exercisable in the manner of a mortgage under G.L. c. 183 and c. 244, and this Contract shall be deemed a mortgage for that purpose. ☐ Not granted.

9. DEFAULT AND REMEDIES; FORECLOSURE; BUYER CURE

9.1 Events of Default. Buyer is in default upon (a) failure to pay an installment within [____] days after the due date; (b) failure to pay taxes/insurance; (c) waste; or (d) breach of any other material covenant uncured within [30] days after written notice.

9.2 No Self-Help Forfeiture. Seller shall not effect a forfeiture of Buyer's equity by self-help. Because this Contract may be treated as an equitable mortgage, Seller's primary remedy on an uncured default is foreclosure, preserving Buyer's equity of redemption.

9.3 Foreclosure by Power of Sale (if granted). If Buyer has granted a power of sale (Section 8.3), Seller may use the G.L. c. 244, § 14 procedure only after satisfying any applicable pre-foreclosure duties. For a covered payment default on an owner-occupied principal residence of one to four households, § 35A generally requires a written notice and a 90-day right to cure before acceleration or enforcement. If the financing is a "certain mortgage loan" under § 35B, Seller must also complete that section's foreclosure-prevention review and notice steps before publishing a sale notice. Section 14 then requires (a) notice of sale published once in each of three successive weeks, the first publication not less than 21 days before sale, in a newspaper of general circulation where the land lies; and (b) notice by registered mail at least 14 days before sale to the owner(s) of the equity of redemption (as of 30 days before sale) and to junior interest holders of record. Counsel must determine which protections apply to this transaction.

9.4 Judicial Process. Absent a power of sale, Seller shall proceed by judicial foreclosure/entry under G.L. c. 244 or other appropriate action to bar Buyer's equity of redemption. Buyer's right of redemption survives until foreclosure is complete.

9.5 Buyer Cure / Reinstatement. Before completion of any foreclosure or termination, Buyer may cure by paying amounts lawfully required for cure and correcting other breaches, whereupon this Contract is reinstated. During an applicable § 35A notice period, the cure amount may include late fees allowed by c. 183, § 59 and per-diem interest, but not attorneys' fees incurred before or during that notice period.

9.6 Deficiency / Surplus. Following any foreclosure sale, surplus proceeds belong to Buyer; any deficiency is recoverable only as permitted by Massachusetts law and the terms hereof.

9.7 Buyer's Remedies. On Seller's default, Buyer may seek specific performance, damages, or other relief, including under G.L. c. 93A where applicable.

10. PREPAYMENT

Buyer may prepay all or part of the Unpaid Balance at any time without penalty. Upon prepayment in full, Seller shall promptly deliver the deed and a discharge/release.

11. RISK OF LOSS; CONDEMNATION

11.1 Risk of Loss. From possession, risk of loss passes to Buyer; insurance proceeds applied to restoration or, at Buyer's election if not in default, to the Unpaid Balance.
11.2 Condemnation. Awards applied first to the Unpaid Balance, balance to Buyer.

12. RECORDING

12.1 Recording for Notice. This Contract (or a memorandum/notice of it) should be recorded with the Registry of Deeds for [COUNTY] County (or registered with the Registry District of the Land Court at that registry for registered land) to give notice and protect Buyer's interest. Under G.L. c. 183, § 4, an unrecorded conveyance is not effective against third parties without notice.

12.2 Buyer's Right to Record. Buyer may record this Contract or a memorandum at Buyer's expense. Seller shall execute any acknowledgment necessary for recording.

13. ASSIGNMENT

13.1 By Buyer. Only with Seller's prior written consent, not unreasonably withheld; no assignment releases Buyer absent a written novation.
13.2 By Seller. Seller may assign subject to this Contract and Buyer's equity of redemption.

14. DUE-ON-SALE / GARN-ST. GERMAIN

14.1 If a senior mortgage contains a due-on-sale clause, this installment sale may trigger acceleration. The Garn-St. Germain Act, 12 U.S.C. § 1701j-3, exempts certain transfers, but an installment land contract transferring occupancy/possession is generally not exempt.

14.2 Seller represents: ☐ no senior lien with a due-on-sale clause; ☐ lender consent/waiver obtained; ☐ Buyer advised of and accepts the acceleration risk.

15. REQUIRED DISCLOSURES

15.1 Lead-Based Paint (pre-1978) — Federal. For covered target housing, Seller has provided the EPA pamphlet, a completed lead disclosure, known reports, and the federally required risk-assessment opportunity (42 U.S.C. § 4852d; 24 C.F.R. Part 35). ☐ Applies ☐ Not covered or exempt — N/A.

15.2 Massachusetts Lead Law. For premises built before 1978, before signing this Agreement Seller provided Buyer the Property Transfer Lead Paint Notification and accompanying materials required by G.L. c. 111, § 197A, and disclosed known information about dangerous lead levels. Seller and Buyer signed the certification page of the state notification form, and the signed form is attached to this Contract: ☐ Yes ☐ Not applicable because the premises were built in or after 1978. This transfer notice duty does not depend on whether a child under six will occupy the premises. The separate federal inspection opportunity in Section 15.1 and the attachment below applies when the property is covered by federal target-housing rules.

15.3 Right to Counsel. Buyer is advised to obtain independent Massachusetts counsel, a title examination, and title insurance, and to consider a standard note-and-mortgage structure in lieu of a contract for deed.

16. GENERAL PROVISIONS

16.1 Governing Law. Massachusetts law governs.
16.2 Entire Agreement; Amendment; Waiver. Entire agreement; amendments only in signed writing.
16.3 Severability. Invalid provisions reformed minimally; remainder in effect.
16.4 Notices. In writing, certified mail/overnight courier/hand delivery to Section 1 addresses.
16.5 Time of Essence. Time is of the essence.
16.6 Counterparts; Electronic Signatures. Permitted under the Massachusetts Uniform Electronic Transactions Act, G.L. c. 110G.

17. EXECUTION AND ACKNOWLEDGMENT

IN WITNESS WHEREOF, the Parties execute this Contract as of the Effective Date.

SELLER:
________________________________
[SELLER NAME] — Date: [__/__/____]

BUYER:
________________________________
[BUYER NAME] — Date: [__/__/____]

Notary Acknowledgment — Massachusetts

Commonwealth of Massachusetts, County of [____], ss.

On [__/__/____], before me, the undersigned notary public, personally appeared [NAME(S)], proved to me through satisfactory evidence of identification, which was [____], to be the person(s) whose name(s) is/are signed on the foregoing document, and acknowledged to me that he/she/they signed it voluntarily for its stated purpose.

________________________________
Notary Public
My commission expires: [__/__/____]

18. EXHIBIT A — LEGAL DESCRIPTION

[INSERT FULL LEGAL DESCRIPTION — for registered land include Certificate of Title No.; list Permitted Encumbrances.]

FEDERAL LEAD WARNING AND DISCLOSURE ATTACHMENT

Property: [________________________________________________]

LEAD WARNING STATEMENT

Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase.

Seller disclosure: ☐ Seller knows of lead-based paint or lead-based-paint hazards: [DESCRIBE BASIS, LOCATION, AND CONDITION: ________________________________] ☐ Seller has no knowledge of lead-based paint or lead-based-paint hazards.

Records and reports provided to Buyer: [LIST EACH AVAILABLE LEAD-HAZARD RECORD OR REPORT PROVIDED: ________________________________] ☐ Seller has no such records or reports available.

Buyer acknowledgment: By signing below, Buyer acknowledges receipt of Seller's disclosure and the records or reports listed above, and receipt of the federally approved lead-hazard information pamphlet. Buyer also states that Buyer has read the Lead Warning Statement and understands its contents.

Inspection opportunity: Buyer ☐ received a 10-day opportunity to conduct a lead risk assessment or inspection before becoming obligated under this Contract; ☐ received a different period mutually agreed in writing: [____] days; or ☐ waives that opportunity.

Seller's agent certification, if an agent is involved: I informed Seller of Seller's obligations under 42 U.S.C. § 4852d and am aware of my duty to ensure compliance with the federal lead-disclosure requirements.

Agent name (repeat for each involved agent): [________________________________] Agent signature: [________________________________] Date: [__/__/____]

By signing, Seller, any involved agent, and Buyer certify the accuracy of their statements to the best of their knowledge.

Seller signature (repeat for each seller): [________________________________] Date: [__/__/____]

Buyer signature (repeat for each purchaser): [________________________________] Date: [__/__/____]

Seller and any involved agent must retain a copy of the completed attachment for at least three years from completion of the sale under 40 C.F.R. § 745.113(c)(1).

Sources and References

• Mass. Gen. Laws ch. 244, § 14 — Foreclosure under power of sale: https://malegislature.gov/Laws/GeneralLaws/PartIII/TitleIII/Chapter244/Section14
• Mass. Gen. Laws ch. 183 — Conveyances of real property: https://malegislature.gov/Laws/GeneralLaws/PartII/TitleI/Chapter183
• Mass. Gen. Laws ch. 93A — Consumer Protection Act: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXV/Chapter93A
• Mass. Gen. Laws ch. 111, § 197A — Lead paint: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXVI/Chapter111/Section197A
• 42 U.S.C. § 4852d; 24 C.F.R. Part 35 — Federal lead disclosure: https://www.epa.gov/lead
• 12 U.S.C. § 1701j-3 — Garn-St. Germain Act: https://www.law.cornell.edu/uscode/text/12/1701j-3