Contract for Deed (Land Contract) - Ohio

LAND INSTALLMENT CONTRACT (CONTRACT FOR DEED)

(OHIO – ORC CHAPTER 5313 / SELLER FINANCING)

IMPORTANT OHIO NOTICE. This is a land installment contract governed by ORC Chapter 5313. The Vendor (Seller) must record this contract within twenty (20) days of execution (§ 5313.02(C)) and provide the Vendee (Purchaser) an annual statement (§ 5313.10). For a payment default, § 5313.05 bars forfeiture for 30 days and allows cure by paying all amounts then due; § 5313.06 then requires a notice of forfeiture with a 10-day performance period. Section 5313.05 does not state that its payment-default cure applies to every nonpayment breach, so Ohio counsel must determine the notice and cure process for a tax, insurance, waste, transfer, or other covenant default. The remedy then depends on how much has been paid: if the Vendee has paid for LESS than 5 years AND LESS than 20% of the purchase price, the Vendor may forfeit the contract and recover possession through a forcible-entry-and-detainer action under § 5313.08 (ORC Chapter 1923); but if the Vendee has paid for 5 YEARS OR MORE, OR has paid 20% OR MORE of the purchase price, the Vendor MUST FORECLOSE the contract by judicial sale under § 5313.07 (treated like a mortgage foreclosure). This document must be reviewed by Ohio counsel before use.

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Property and Legal Description
4. Purchase Price, Down Payment, and Installment Terms
5. Title; Deed Held and Escrow; Annual Statement
6. Possession
7. Taxes, Insurance, Maintenance, and Utilities
8. Default and Remedies (Forfeiture vs. Foreclosure – §§ 5313.05–5313.08)
9. Prepayment
10. Recording (§ 5313.02(C))
11. Risk of Loss
12. Assignment; Seller Encumbrance Limit (§ 5313.02(B)); Due-on-Sale
13. Representations, Warranties, and Disclosures
14. General Provisions
15. Execution, Acknowledgment, and Notary
16. Exhibits and Schedules
17. Sources and References

1. PARTIES AND RECITALS

1.1 Parties. This Land Installment Contract (the "Contract") is made effective as of [__/__/____] (the "Effective Date") by and between [SELLER LEGAL NAME], of [SELLER ADDRESS] ("Vendor" or "Seller"), and [PURCHASER LEGAL NAME], of [PURCHASER ADDRESS] ("Vendee" or "Purchaser"). Each is a "Party" and together the "Parties."

1.2 Recitals.
A. Vendor owns fee-simple title to the residential real property described in Section 3 (the "Property"), which is improved by a dwelling.
B. Vendor agrees to convey title to the Property to Vendee, and Vendee agrees to pay the purchase price in installments, with Vendor retaining title as security until the purchase price is paid in full (§ 5313.01(A)).
C. The Parties intend this Contract to comply with ORC Chapter 5313.

2. DEFINITIONS

"Land Installment Contract" – an executory agreement, not required to be fully performed within one year, under which Vendor agrees to convey title to real property located in Ohio to Vendee and Vendee agrees to pay the purchase price in installments, while Vendor retains title as security. (§ 5313.01(A).)

"Property" – the real property improved by a dwelling that is the subject of this Contract (§ 5313.01(B)).

"Contract Balance" – the unpaid principal portion of the purchase price outstanding at any time.

"Escrow Agent" – [ESCROW/TITLE COMPANY NAME AND ADDRESS], or a successor agreed in writing.

"Event of Default" – any event described in Section 8.1.

"Installment Payment" – each periodic payment of principal and interest under Section 4.

3. PROPERTY AND LEGAL DESCRIPTION

3.1 Property. Vendor agrees to convey, and Vendee agrees to buy, the real property located in [COUNTY] County, Ohio, commonly known as [STREET ADDRESS, CITY, OH ZIP], improved by a dwelling, together with all improvements, fixtures, easements, and appurtenances.

3.2 Legal Description. The Property is legally described as:

[________________________________________________________________
________________________________________________________________]

3.3 Permanent Parcel Number. [________________________________].

4. PURCHASE PRICE, DOWN PAYMENT, AND INSTALLMENT TERMS

4.1 Purchase Price. The total purchase price is $[____________] (the "Purchase Price").

4.2 Down Payment. Vendee shall pay a down payment of $[____________] on or before the Effective Date, receipt of which Vendor acknowledges.

4.3 Financed Amount. The financed balance is $[____________] (Purchase Price less down payment).

4.4 Interest Rate. The financed balance bears interest at [____]% per annum.

4.5 Installment Schedule.

4.6 Application of Payments. Payments apply first to late charges, then accrued interest, then principal, unless otherwise required by law.

4.7 Late Charge. A late charge of $[____] or [____]% applies to payments more than [____] days late.

4.8 Place of Payment. Payments are made to Vendor at [ADDRESS] or to the Escrow Agent as designated.

5. TITLE; DEED HELD AND ESCROW; ANNUAL STATEMENT

5.1 Retention of Title. Vendor retains legal title to the Property as security until the Purchase Price and all other sums due are paid in full.

5.2 Deed Held in Escrow. Vendor shall deposit with the Escrow Agent a duly executed and acknowledged [general/limited warranty deed] conveying the Property to Vendee, to be delivered upon full payment and performance.

5.3 Annual Statement (§ 5313.10). Vendor shall provide Vendee an annual statement showing the amount paid, the Contract Balance, the amount applied to interest and principal, the amount paid for taxes and insurance, and the amount delinquent, as required by ORC § 5313.10.

5.4 Conveyance on Payoff. Upon full payment, Vendor shall deliver and record the deed, conveying marketable title free of liens except Permitted Exceptions and matters created by Vendee.

6. POSSESSION

Vendee is entitled to possession of the Property as of [__/__/____] and shall occupy/maintain it in good condition. Vendee holds equitable title subject to this Contract.

7. TAXES, INSURANCE, MAINTENANCE, AND UTILITIES

7.1 Taxes and Assessments. [Vendee/Vendor] shall pay, before delinquency, all real property taxes and assessments from the Effective Date forward; proof of payment shall be provided on request.

7.2 Insurance. [Vendee/Vendor] shall maintain hazard insurance on the improvements for not less than $[____________], naming Vendor as additional insured / loss payee as its interest appears.

7.3 Maintenance. Vendee shall keep the Property in good repair, commit no waste, and comply with applicable laws and recorded restrictions.

7.4 Utilities. Vendee shall pay all utilities and service charges from the date of possession.

8. DEFAULT AND REMEDIES (FORFEITURE VS. FORECLOSURE – §§ 5313.05–5313.08)

8.1 Events of Default. Each of the following is an Event of Default: (a) failure to make any Installment Payment when due; (b) failure to pay taxes or maintain insurance; (c) commission of waste; (d) unauthorized transfer in violation of Section 12; or (e) breach of any other material covenant.

8.2 Payment Default; 30-Day Cure Before Forfeiture (§ 5313.05). If Vendee defaults in payment, Vendor may not enforce forfeiture until at least thirty (30) days after that payment default. During that period Vendee may avoid forfeiture by paying all payments then due and any contractually owed fees or charges. For a nonpayment Event of Default under Section 8.1(b)–(e), Vendor shall obtain Ohio counsel's advice on the required notice, cure opportunity, and available remedy before proceeding; this Contract does not extend § 5313.05's statutory payment-default rule to every nonpayment breach.

8.3 Notice of Forfeiture; 10-Day Performance Period (§ 5313.06). If Vendor lawfully proceeds with forfeiture after any applicable cure period, Vendor shall serve a written Notice of Forfeiture that (a) reasonably identifies the Contract and describes the Property, (b) specifies the terms not complied with, and (c) notifies Vendee that the Contract will be forfeited unless Vendee performs within ten (10) days of completed service and notifies Vendee to leave the premises. Service shall be by personal delivery, by leaving a copy at the Property or Vendee's usual place of abode, or by registered/certified mail to Vendee's last known address.

8.4 Remedy Determination (CRITICAL – §§ 5313.07, 5313.08). After the 10-day period, the Vendor's remedy depends on the status of the Contract at the time of default:

(a) Forfeiture / Restitution (§ 5313.08). If, at the time of default, Vendee has paid for less than five (5) years from the date of the first payment AND has paid less than twenty percent (20%) of the Purchase Price, Vendor may bring an action for forfeiture of Vendee's rights and restitution of the Property under ORC Chapter 1923 (forcible entry and detainer). A successful forfeiture cancels the Contract, restores possession to Vendor, and amounts paid may be treated as rent.

(b) Foreclosure / Judicial Sale (§ 5313.07). If, at the time of default, Vendee has paid for five (5) years or more from the date of the first payment, OR has paid twenty percent (20%) or more of the Purchase Price, Vendor must recover possession only by a proceeding for foreclosure and judicial sale of the Property in the Court of Common Pleas of the county where the Property is located, as in a mortgage foreclosure. Vendor is entitled to sale proceeds up to the unpaid balance; any surplus is paid as the court directs.

8.5 Alternative Termination. The Parties may instead terminate by a recorded termination agreement (§ 5301.331) or by a deed from Vendee to Vendor.

8.6 Attorney Fees. Recoverable to the extent permitted by Ohio law.

9. PREPAYMENT

Vendee may prepay all or part of the Contract Balance at any time without penalty. Partial prepayments apply to principal and do not postpone scheduled payments unless Vendor agrees in writing.

10. RECORDING (§ 5313.02(C))

10.1 Recording Within 20 Days. Vendor shall record this Contract within twenty (20) days after its execution in the office of the County Recorder of [COUNTY] County, Ohio, as required by ORC § 5313.02(C).

10.2 Costs. Recording fees and any conveyance/transfer fees shall be paid by [Vendor/Vendee].

11. RISK OF LOSS

From the date of possession, risk of loss is on Vendee. Insurance proceeds shall be applied, consistent with this Contract, to restoration or to the Contract Balance as the Parties' interests appear.

12. ASSIGNMENT; SELLER ENCUMBRANCE LIMIT (§ 5313.02(B)); DUE-ON-SALE

12.1 Assignment by Vendee. Vendee shall not assign this Contract or transfer any interest in the Property without Vendor's prior written consent, which [shall/shall not] be unreasonably withheld.

12.2 Vendor Mortgage Limit (§ 5313.02(B)). Vendor shall not encumber the Property with a mortgage in an amount greater than the balance owed under this Contract without Vendee's consent.

12.3 Due-on-Sale (Garn–St. Germain). If the Property is subject to a prior mortgage with a due-on-sale clause, this Contract may trigger acceleration. The federal Garn–St. Germain Act, 12 U.S.C. § 1701j-3, preempts most state restrictions and contains limited exemptions. Vendor discloses underlying financing on Schedule 2.

13. REPRESENTATIONS, WARRANTIES, AND DISCLOSURES

13.1 Vendor's Title. Vendor represents Vendor holds marketable fee-simple title subject only to Permitted Exceptions.

Lead-Based Paint (Covered Target Housing). Before Vendee is obligated under this Contract, Vendor must complete the current federal process for covered target housing: provide the EPA lead-hazard pamphlet; disclose known lead-based paint and known lead-based-paint hazards; provide every available lead-hazard evaluation report; attach the large-type Lead Warning Statement and Vendee-signed acknowledgments to this Contract; and allow Vendee a 10-day risk-assessment or inspection opportunity unless the parties mutually agree to a different period. ☐ Federal coverage and any exemption reviewed ☐ Current warning/disclosure attachment completed ☐ Pamphlet and available reports delivered ☐ Inspection period completed, waived, or changed by mutual agreement.

13.3 Residential Property Disclosure. Vendor shall provide the Ohio Residential Property Disclosure Form required by ORC § 5302.30 for transfers of residential real property. (Schedule 4.)

13.4 Consumer-Protection Guidance.

• This Contract is governed by ORC Chapter 5313, which protects land-contract purchasers.
• Vendee does not receive legal title until the purchase price is paid in full.
• The Vendor must record this contract within 20 days and give you an annual statement.
• If you have paid 5 years or 20% or more, the Vendor must foreclose (court sale) rather than simply evict you, and you may be entitled to any surplus.
• Keep proof of every payment; track how much you have paid toward principal.
• Both Parties are strongly encouraged to obtain independent legal counsel and title insurance.

14. GENERAL PROVISIONS

14.1 Governing Law. This Contract is governed by Ohio law, including ORC Chapter 5313.

14.2 Forum. The Court of Common Pleas of the county where the Property is located has jurisdiction (subject to ORC Chapter 1923 forfeiture actions).

14.3 Time of Essence. Time is of the essence, subject to the mandatory statutory cure periods.

14.4 Notices. Except where Chapter 5313 specifies the method, notices must be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses above.

14.5 Entire Agreement; Amendments. This Contract is the entire agreement and may be amended only in a signed writing; no amendment may waive a protection mandated by Chapter 5313.

14.6 Severability. Invalid provisions shall be reformed to the minimum extent necessary; the remainder remains in effect.

14.7 Successors. This Contract binds and benefits the Parties and their permitted successors and assigns.

14.8 Counterparts; Electronic Signatures. This Contract may be executed in counterparts and by electronic signature, provided it remains capable of acknowledgment and recordation.

15. EXECUTION, ACKNOWLEDGMENT, AND NOTARY

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

VENDOR / SELLER

____________________________________
[SELLER LEGAL NAME]
Date: [__/__/____]

VENDEE / PURCHASER

____________________________________
[PURCHASER LEGAL NAME]
Date: [__/__/____]

NOTARY ACKNOWLEDGMENT

State of Ohio )
County of __________ ) ss.

This instrument was acknowledged before me on [__/__/____] by [NAME(S)].

____________________________________
Notary Public
My Commission Expires: [__/__/____]

16. EXHIBITS AND SCHEDULES

Schedule 1 – Permitted Exceptions / Title Matters
Schedule 2 – Underlying Financing Disclosure (§ 5313.02(B))
Schedule 3 – Lead-Based Paint Disclosure (pre-1978 dwellings)
Schedule 4 – Ohio Residential Property Disclosure Form (ORC § 5302.30)
Schedule 5 – Annual Statement Form (ORC § 5313.10)

17. SOURCES AND REFERENCES

• Ohio Rev. Code Chapter 5313 (Land Installment Contracts): https://codes.ohio.gov/ohio-revised-code/chapter-5313
• ORC § 5313.02 (contract requirements; 20-day recording): https://codes.ohio.gov/ohio-revised-code/section-5313.02
• ORC § 5313.05 (payment default; 30-day cure before forfeiture); § 5313.06 (notice of forfeiture; 10-day performance period)
• ORC § 5313.07 (foreclosure/judicial sale): https://codes.ohio.gov/ohio-revised-code/section-5313.07
• ORC § 5313.08 (forfeiture and restitution): https://codes.ohio.gov/ohio-revised-code/section-5313.08
• ORC § 5313.10 (annual statement); § 5302.30 (residential property disclosure)
• Garn–St. Germain Depository Institutions Act, 12 U.S.C. § 1701j-3
• Residential Lead-Based Paint Hazard Reduction Act, 42 U.S.C. § 4852d

END OF DOCUMENT