Contract for Deed (Land Contract)

CONTRACT FOR DEED

(OKLAHOMA – INSTALLMENT LAND CONTRACT / SELLER FINANCING)

IMPORTANT OKLAHOMA NOTICE. Under 16 O.S. § 11A, a contract for deed that is made to secure payment of money and to establish an immediate and continuing right of possession is deemed and held a mortgage and is "subject to the same rules of foreclosure and to the same regulations, restraints and forms as are prescribed in relation to mortgages." This means a Seller CANNOT forfeit this Contract or summarily evict the Purchaser on default — the Seller must FORECLOSE judicially as on a mortgage, with a court-supervised sale, and the Purchaser is entitled to any surplus and to applicable redemption rights. The statute also provides that no foreclosure may be initiated unless the documents have been filed of record in the county clerk's office and the mortgage tax paid. The Purchaser acquires equitable title on execution. This document must be reviewed by Oklahoma 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
6. Possession
7. Taxes, Insurance, Maintenance, and Utilities
8. Default and Remedies (Mortgage-Type Foreclosure – 16 O.S. § 11A)
9. Prepayment
10. Recording (16 O.S. §§ 15–16; mortgage tax)
11. Risk of Loss
12. Assignment; Due-on-Sale (Garn–St. Germain)
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 Contract for Deed (the "Contract") is made effective as of [__/__/____] (the "Effective Date") by and between [SELLER LEGAL NAME], of [SELLER ADDRESS] ("Seller"), and [PURCHASER LEGAL NAME], of [PURCHASER ADDRESS] ("Purchaser"). Each is a "Party" and together the "Parties."

1.2 Recitals.
A. Seller owns fee-simple title to the real property described in Section 3 (the "Property").
B. Seller agrees to sell, and Purchaser agrees to buy, the Property on the installment terms herein, with Seller retaining legal title as security and granting Purchaser an immediate and continuing right of possession.
C. The Parties acknowledge that, under 16 O.S. § 11A, this Contract is deemed a mortgage and is enforceable on default only through mortgage foreclosure.

2. DEFINITIONS

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

"Equitable Title" – the ownership interest the Purchaser acquires upon execution, with legal title retained by Seller as security; under 16 O.S. § 11A this Contract operates as a mortgage securing the Contract Balance.

"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.

"Deed" – the warranty deed described in Section 5, to be delivered upon full payment.

3. PROPERTY AND LEGAL DESCRIPTION

3.1 Property. Seller agrees to sell and Purchaser agrees to buy the real property located in [COUNTY] County, Oklahoma, commonly known as [STREET ADDRESS, CITY, OK ZIP], together with all improvements, fixtures, easements, and appurtenances.

3.2 Legal Description. The Property is legally described as:

[________________________________________________________________
________________________________________________________________]

4. PURCHASE PRICE, DOWN PAYMENT, AND INSTALLMENT TERMS

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

4.2 Down Payment. Purchaser shall pay a down payment of $[____________] on or before the Effective Date, receipt of which Seller 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 Seller at [ADDRESS] or to the Escrow Agent as designated.

5. TITLE; DEED HELD AND ESCROW

5.1 Retention of Legal Title. Seller retains legal title to the Property as security; this Contract is deemed a mortgage under 16 O.S. § 11A to the extent it secures payment of the Contract Balance.

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

5.3 Title Evidence. Seller shall furnish, at [Seller's/Purchaser's] expense, a title insurance commitment or abstract showing marketable title subject only to Permitted Exceptions (Schedule 1).

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

6. POSSESSION

Purchaser has an immediate and continuing right of possession as of [__/__/____] and shall maintain the Property in good condition. Purchaser holds equitable title subject to this Contract.

7. TAXES, INSURANCE, MAINTENANCE, AND UTILITIES

7.1 Taxes and Assessments. Purchaser 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. Purchaser shall maintain hazard insurance on the improvements for not less than $[____________], naming Seller as additional insured / loss payee as its interest appears.

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

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

8. DEFAULT AND REMEDIES (MORTGAGE-TYPE FORECLOSURE – 16 O.S. § 11A)

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 Notice and Right to Cure. Before commencing foreclosure, Seller shall deliver written notice of default specifying the default and the cure required, and shall provide Purchaser [thirty (30)] days to cure.

8.3 Foreclosure Required (16 O.S. § 11A). Because this Contract is deemed a mortgage under 16 O.S. § 11A, upon an uncured Event of Default Seller's remedy is to foreclose this Contract as a mortgage through a judicial proceeding in the district court of the county where the Property is located, in accordance with Oklahoma's mortgage-foreclosure law (e.g., 46 O.S. §§ 41 et seq. and 12 O.S. § 686). Seller may NOT declare a forfeiture or summarily evict the Purchaser. The foreclosure shall provide for a court-ordered sale (typically by the sheriff), application of proceeds to the Contract Balance and costs, payment of any surplus to Purchaser, and Purchaser's applicable rights of redemption.

8.4 Recording Prerequisite to Foreclosure (16 O.S. § 11A). No foreclosure may be initiated, nor may the court allow such proceedings, unless this Contract (and related documents) have been filed of record in the county clerk's office and the mortgage tax paid in the amount required for regular mortgage transactions.

8.5 Deficiency. Any deficiency judgment is governed by Oklahoma mortgage law, including 12 O.S. § 686.

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

9. PREPAYMENT

Purchaser 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 Seller agrees in writing.

10. RECORDING (16 O.S. §§ 15–16; MORTGAGE TAX)

10.1 Recording. This Contract shall be filed of record in the office of the County Clerk of [COUNTY] County, Oklahoma, pursuant to 16 O.S. § 15; recording imparts constructive notice under 16 O.S. § 16. Recording in the mortgage records (and payment of mortgage tax) is also a statutory prerequisite to any later foreclosure under 16 O.S. § 11A.

10.2 Mortgage Tax. Because this Contract is deemed a mortgage, the Parties shall pay any applicable mortgage registration tax (68 O.S. § 1904) at recording.

10.3 Who Records / Costs. [Seller/Purchaser] shall record this Contract promptly after the Effective Date and pay recording fees and mortgage tax.

11. RISK OF LOSS

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

12. ASSIGNMENT; DUE-ON-SALE (GARN–ST. GERMAIN)

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

12.2 Underlying Financing; Due-on-Sale. 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. Seller discloses underlying financing on Schedule 2.

13. REPRESENTATIONS, WARRANTIES, AND DISCLOSURES

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

13.2 Lead-Based Paint Disclosure (Pre-1978). If the dwelling was built before 1978, Seller shall provide the federal lead-based paint disclosure and the EPA pamphlet "Protect Your Family From Lead in Your Home," and afford Purchaser the opportunity to conduct a lead inspection, as required by 42 U.S.C. § 4852d and 24 C.F.R. Part 35 / 40 C.F.R. Part 745. (Schedule 3.)

13.3 Property Condition Disclosure. Seller shall provide the disclosure required by the Oklahoma Residential Property Condition Disclosure Act, 60 O.S. §§ 831–839, where applicable. (Schedule 4.)

13.4 Consumer-Protection Guidance.

• In Oklahoma, this Contract is treated as a mortgage (16 O.S. § 11A). You acquire equitable title on signing.
• The Seller cannot simply forfeit your interest or evict you on default — the Seller must foreclose through court, and you may be entitled to any surplus and to redemption rights.
• Record this Contract in the county clerk's office (and pay mortgage tax) — recording protects your interest and is required before any foreclosure can proceed.
• Keep proof of every payment; verify taxes and insurance are current.
• Confirm whether any prior mortgage encumbers the Property.
• 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 Oklahoma law, including 16 O.S. § 11A.

14.2 Forum. The district court of the county where the Property is located has jurisdiction.

14.3 Time of Essence. Time is of the essence, subject to the mortgage-foreclosure procedures applicable under § 11A.

14.4 Notices. 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.

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.

SELLER

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

PURCHASER

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

NOTARY ACKNOWLEDGMENT

State of Oklahoma )
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
Schedule 3 – Lead-Based Paint Disclosure (pre-1978 dwellings)
Schedule 4 – Oklahoma Residential Property Condition Disclosure (60 O.S. §§ 831–839)
Schedule 5 – Memorandum of Contract for Deed (for recording)

17. SOURCES AND REFERENCES

• 16 O.S. § 11A (constructive mortgage; foreclosure required): https://law.justia.com/codes/oklahoma/title-16/section-16-11a/
• 16 O.S. § 15 (recording of conveyances); § 16 (constructive notice)
• 46 O.S. §§ 41 et seq.; 12 O.S. § 686 (mortgage foreclosure and deficiency)
• 68 O.S. § 1904 (mortgage registration tax)
• 60 O.S. §§ 831–839 (Residential Property Condition Disclosure Act)
• Oklahoma Bar Journal, "A Contract for Deed Transfers Equitable Title to the Buyer (16 O.S. § 11A)" (Oct. 2025): https://www.okbar.org/barjournal/oct-2025/a-contract-for-deed-transfers-equitable-title-to-the-buyer/
• 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