Contract for Deed (Land Contract) - Oregon

CONTRACT FOR DEED (LAND SALE CONTRACT)

(Oregon)

TABLE OF CONTENTS

1. Document Header and Parties
2. Definitions
3. Property; Legal Description
4. Purchase Price; Down Payment; Installment Terms
5. Interest; Amortization; Balloon; Prepayment
6. Legal Title; Escrow of Deed; Delivery at Payoff
7. Possession; Taxes, Insurance, and Maintenance
8. Buyer's Equitable Interest; Recording
9. Default and Remedies (Oregon Statutory Forfeiture)
10. Title; Marketability; Title Insurance
11. Risk of Loss; Condemnation
12. Assignment; Due-on-Sale (Garn–St. Germain)
13. Disclosures (Lead-Based Paint; Property Condition)
14. General Provisions
15. Execution; Notarial Acknowledgment
16. Exhibits and Schedules

1. DOCUMENT HEADER AND PARTIES

This Contract for Deed (also known as a Land Sale Contract or Installment Land Contract, this "Contract") is made as of [__/__/____] (the "Effective Date") by and between:

a. Seller: [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE OR "individual"], whose address is [SELLER ADDRESS] ("Seller"); and

b. Buyer: [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE OR "individual"], whose address is [BUYER ADDRESS] ("Buyer").

Seller and Buyer are each a "Party" and collectively the "Parties."

Recitals

A. Seller is the fee simple owner of the real property described in Exhibit A (the "Property").

B. Buyer desires to purchase, and Seller desires to sell, the Property on an installment basis under which Seller retains legal title as security until the Purchase Price is paid in full, at which time Seller will convey title by deed.

C. The Parties acknowledge that this Contract is a land sale contract subject to the forfeiture procedures of ORS 93.905 to 93.945 and the recording requirement of ORS 93.635.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

"Business Day" – any day other than Saturday, Sunday, or a legal holiday on which Oregon-chartered banks are authorized or required to close.

"Closing" / "Final Closing" – delivery of the Deed upon payment in full of all amounts due under this Contract.

"Deed" – a [SELECT: Statutory Warranty Deed (ORS 93.850) / Special Warranty Deed / Bargain and Sale Deed] in recordable form conveying the Property to Buyer subject only to the Permitted Exceptions.

"Default Rate" – [____]% per annum or the maximum rate permitted by law, whichever is less.

"Equity" – the difference between the fair market value of the Property and the Unpaid Balance, plus the value of Buyer's improvements.

"Permitted Exceptions" – the matters listed in Exhibit B.

"Purchase Price" – the amount set forth in Section 4.1.

"Unpaid Balance" – the principal portion of the Purchase Price remaining unpaid at any time, together with accrued interest and other charges.

3. PROPERTY; LEGAL DESCRIPTION

3.1 Property. Seller agrees to sell and Buyer agrees to buy the real property located at [PROPERTY ADDRESS], [CITY], [COUNTY] County, Oregon, legally described in Exhibit A, together with all improvements, fixtures, easements, water rights [SELECT: included/excluded], and appurtenances.

3.2 Personal Property Included. The following personal property is included, free of liens: [LIST OR "None"].

3.3 Condition; "As-Is." Except as expressly stated herein and in the disclosures attached, Buyer accepts the Property in its present "AS-IS" condition, subject to Buyer's inspection rights in Section 13.

4. PURCHASE PRICE; DOWN PAYMENT; INSTALLMENT TERMS

4.1 Purchase Price. The total Purchase Price is $[____________]. The true and actual consideration is stated as required by ORS 93.030.

4.2 Down Payment. Buyer shall pay a down payment of $[____________] on or before [__/__/____].

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

4.4 Installment Payments. Buyer shall pay the Financed Amount, with interest, in installments as follows:

4.5 Application of Payments. Payments are applied first to late charges and costs, then to accrued interest, then to principal.

4.6 Maximum Lawful Rate. No provision shall require interest exceeding the maximum permitted by Oregon law; any excess shall be applied to principal or refunded.

5. INTEREST; AMORTIZATION; BALLOON; PREPAYMENT

5.1 Interest. Interest accrues on the Unpaid Balance at the rate stated in Section 4.4 from the Effective Date.

5.2 Balloon Disclosure. [IF APPLICABLE] THIS CONTRACT CONTAINS A BALLOON PAYMENT. A SUBSTANTIAL FINAL PAYMENT OF $[__________] WILL BE DUE ON [__/__/____]. BUYER MAY NEED TO REFINANCE OR OBTAIN OTHER FUNDS TO PAY THE BALLOON.

5.3 Prepayment. Buyer may prepay all or part of the Unpaid Balance at any time [SELECT: without penalty / subject to a prepayment charge of [____]%]. Partial prepayments are applied to principal and do not postpone any scheduled payment.

5.4 Amortization Statement. Upon Buyer's written request, Seller shall provide a statement of the Unpaid Balance and amounts applied to principal and interest.

6. LEGAL TITLE; ESCROW OF DEED; DELIVERY AT PAYOFF

6.1 Retention of Legal Title. Seller retains legal title to the Property as security until Buyer has paid the Purchase Price and performed all obligations in full. Buyer holds equitable title and the right of possession.

6.2 Escrow of Deed (Optional). [SELECT ONE]
☐ Seller shall deposit an executed, recordable Deed with [ESCROW AGENT/TITLE COMPANY] to be held in escrow and delivered to Buyer upon payment in full.
☐ The Deed shall be delivered by Seller directly upon payment in full; no deed is escrowed.

6.3 Delivery at Payoff. Within [____] Business Days after Buyer pays all amounts due, Seller shall execute and deliver the Deed and record a release/satisfaction of this Contract at [SELECT: Seller's / Buyer's] expense.

7. POSSESSION; TAXES, INSURANCE, AND MAINTENANCE

7.1 Possession. Buyer is entitled to possession on [__/__/____].

7.2 Taxes and Assessments. Buyer shall pay, before delinquency, all real property taxes and assessments accruing on or after the possession date, and shall provide Seller proof of payment upon request.

7.3 Insurance. Buyer shall keep the improvements insured against fire and other casualty for not less than [SELECT: replacement cost / the Unpaid Balance], naming Seller as an additional insured / loss payee as its interest appears.

7.4 Maintenance. Buyer shall maintain the Property in good repair, commit no waste, and comply with all laws and any planned community or condominium requirements.

7.5 Common Interest Community. [IF APPLICABLE] Buyer shall pay all association assessments and comply with the governing documents under the Oregon Planned Community Act (ORS Chapter 94) or Oregon Condominium Act (ORS Chapter 100), as applicable.

8. BUYER'S EQUITABLE INTEREST; RECORDING

8.1 Recording (ORS 93.635). Seller shall cause this Contract (or a Memorandum of Land Sale Contract in the form of Exhibit C) to be recorded with the County Clerk of [COUNTY] County, Oregon, within 15 days after execution as required by ORS 93.635. Recording provides constructive notice of Buyer's interest and is a statutory duty of the Seller.

8.2 Consideration Statement. The instrument states the true and actual consideration as required by ORS 93.030. Recording and transfer fees shall be paid by [SELECT: Buyer / Seller].

8.3 No Encumbrance by Seller. Seller shall not further encumber or convey the Property in a manner impairing Buyer's interest, and shall apply Buyer's payments to keep any underlying loan current (see Section 12.3).

9. DEFAULT AND REMEDIES (OREGON STATUTORY FORFEITURE)

9.1 Events of Default. Buyer is in default if Buyer (a) fails to pay any installment when due; (b) fails to pay taxes or insurance; (c) commits waste; or (d) breaches any other material covenant.

9.2 OREGON STATUTORY FORFEITURE — NOTICE OF DEFAULT AND SCALED CURE PERIOD (ORS 93.905 to 93.945). If Buyer defaults and Seller elects to enforce the forfeiture remedy:
a. Seller shall serve a written Notice of Default on the purchaser, any occupant, and any person who recorded a request for notice, as required by ORS 93.915(1), by personal service or mail.
b. The Notice shall specify the nature of the default, the amount of the default if monetary, the date after which the Contract will be forfeited if the default is not cured, and the name and address of Seller or Seller's attorney (ORS 93.915(3)).
c. CURE PERIOD SCALED TO AMOUNT PAID — ORS 93.915(3). The period after which the Contract will be forfeited may NOT be less than:

• 60 days when the purchaser has reduced the unpaid balance to an amount greater than 75% of the purchase price (i.e., more than 75% paid);
• 90 days when the purchaser has reduced the unpaid balance to an amount which is more than 50% but less than 75% of the purchase price; or
• 120 days when the purchaser has reduced the unpaid balance to an amount which is 50% or less of the purchase price (i.e., 50% or less paid).
  d. Seller shall record a copy of the Notice with an affidavit of service/mailing in each county where the Property lies, constituting constructive notice of the pending forfeiture (ORS 93.915(4)).
  e. The cure period stated in the Notice is conclusively presumed correct unless a recipient notifies Seller by registered or certified mail claiming a right to a longer period (ORS 93.915(5)).

9.3 Cure. Buyer may cure by paying all past-due amounts, late charges, and Seller's reasonable costs within the statutory period.

9.4 Effect of Forfeiture (ORS 93.930). Upon a valid forfeiture, Seller shall record a declaration/affidavit of forfeiture under ORS 93.930. Thereupon: (a) the purchaser and persons claiming through the purchaser have no further rights and NO statutory right of redemption; (b) all sums paid belong to and are retained by Seller; and (c) Buyer's rights to improvements are forfeited, and Seller is entitled to possession on the 10th day after the declaration is recorded, with remaining occupants treated as tenants at sufferance removable under ORS 105.105 to 105.168.

9.5 Equitable Relief; Single-Family Residence. The Parties acknowledge a court may grant relief against forfeiture where Buyer has substantial Equity and has substantially performed. A receiver may NOT be appointed with respect to a single-family residence occupied as the purchaser's principal residence at the time the notice is given (ORS 93.915(6)).

9.6 Attorneys' Fees. The prevailing Party in any enforcement action is entitled to reasonable attorneys' fees and costs.

10. TITLE; MARKETABILITY; TITLE INSURANCE

10.1 Marketable Title at Payoff. At Final Closing, Seller shall convey marketable, insurable fee simple title subject only to the Permitted Exceptions.

10.2 Title Insurance. [SELECT: Seller / Buyer] shall provide, at [ITS] expense, a preliminary title report and an owner's title insurance policy issued to Buyer at Final Closing.

10.3 Seller's Existing Liens. Seller represents the Property is encumbered only by: [LIST or "none"]. Seller shall not allow any superior lien to go into default.

11. RISK OF LOSS; CONDEMNATION

11.1 Risk of Loss (ORS 93.290). From the possession date, risk of loss passes to Buyer, consistent with the Uniform Vendor and Purchaser Risk Act (ORS 93.290). Insurance proceeds shall be applied, at Buyer's election and subject to Seller's security interest, to restoration or to the Unpaid Balance.

11.2 Condemnation. Any condemnation award shall be applied first to the Unpaid Balance, with the balance to Buyer, unless the Parties agree to restoration.

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

12.1 Assignment by Buyer. Buyer may not assign this Contract without Seller's prior written consent, which shall not be unreasonably withheld.

12.2 Assignment by Seller. Seller may assign its rights to payment subject to Buyer's rights hereunder.

12.3 Due-on-Sale Warning (Garn–St. Germain). If the Property is subject to an existing mortgage or trust deed, entering into this Contract may trigger a "due-on-sale" clause permitting the lender to accelerate under the federal Garn–St. Germain Depository Institutions Act (12 U.S.C. § 1701j-3). Seller represents that [SELECT: there is no underlying loan / the lender has consented / Buyer assumes this risk]. Seller shall apply Buyer's payments to keep any underlying loan current.

13. DISCLOSURES (LEAD-BASED PAINT; PROPERTY CONDITION)

13.1 Lead-Based Paint (Covered Target Housing). Before Buyer is obligated under this Contract, Seller 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 Buyer-signed acknowledgments to this Contract; and allow Buyer 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.

13.2 Property Condition Disclosure. Seller has delivered the Oregon Seller's Property Disclosure Statement required by ORS 105.464 (residential real property of one to four dwelling units), unless an exemption applies.

13.3 Inspection. Buyer [SELECT: has inspected / has [____] days to inspect] the Property, including any radon testing, and accepts it subject to such inspection.

14. GENERAL PROVISIONS

14.1 Governing Law. This Contract is governed by the laws of the State of Oregon.

14.2 Forum. Exclusive venue lies in the Circuit Court for [COUNTY] County, Oregon.

14.3 Notices. Notices shall be in writing and delivered by hand, certified or registered mail (return receipt requested), or nationally recognized overnight courier to the addresses in Section 1, and as required by ORS 93.915 for any notice of default.

14.4 Time of the Essence. Time is of the essence as to all payment obligations, subject to the statutory notice and cure rights in Section 9.

14.5 Entire Agreement; Amendment. This Contract and its Exhibits are the entire agreement and may be amended only in a writing signed by both Parties.

14.6 Severability. If any provision is held invalid, the remainder shall remain enforceable.

14.7 Counterparts; Electronic Signatures. This Contract may be executed in counterparts and by electronic signature.

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

15. EXECUTION; NOTARIAL ACKNOWLEDGMENT

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

SELLER:
________________________________________
[SELLER NAME]
Date: [__/__/____]

BUYER:
________________________________________
[BUYER NAME]
Date: [__/__/____]

Notary Acknowledgment

STATE OF OREGON
COUNTY OF [____________]

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

________________________________________
Notary Public, State of Oregon
My Commission Expires: ___________
[SEAL]

16. EXHIBITS AND SCHEDULES

• Exhibit A – Legal Description of the Property
• Exhibit B – Permitted Exceptions
• Exhibit C – Memorandum of Land Sale Contract (for recording under ORS 93.635)
• Exhibit D – Lead-Based Paint Disclosure (pre-1978 housing)
• Exhibit E – Oregon Seller's Property Disclosure Statement (ORS 105.464)
• Schedule 1 – Amortization Schedule

Sources and References

• ORS 93.905 (land sale contract forfeiture; definitions) — https://oregon.public.law/statutes/ors_93.905
• ORS 93.913 (forfeiture under collateral assignments) — https://oregon.public.law/statutes/ors_93.913
• ORS 93.915 (notice of default; scaled cure period) — https://law.justia.com/codes/oregon/2023/volume-03/chapter-093/section-93-915/
• ORS 93.930 (effect of forfeiture) — https://codes.findlaw.com/or/title-10-property-rights-and-transactions/or-rev-st-sect-93-930/
• ORS 93.635 (recording land sale contract within 15 days) — https://www.oregonlegislature.gov/bills_laws/ors/ors093.html
• ORS 93.290 (Uniform Vendor and Purchaser Risk Act) — https://www.oregonlegislature.gov/bills_laws/ors/ors093.html
• ORS 105.464 (Seller's Property Disclosure) — https://www.oregonlegislature.gov/bills_laws/ors/ors105.html
• Garn–St. Germain Act, 12 U.S.C. § 1701j-3 — https://www.law.cornell.edu/uscode/text/12/1701j-3
• Lead-Based Paint, 42 U.S.C. § 4852d — https://www.law.cornell.edu/uscode/text/42/4852d