Contract for Deed (Land Contract) - Utah

CONTRACT FOR DEED (INSTALLMENT LAND CONTRACT / UNIFORM REAL ESTATE CONTRACT)

(Utah)

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 (Utah Forfeiture / Liquidated-Damages Rule)
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; ULSPA)
14. General Provisions
15. Execution; Notarial Acknowledgment
16. Exhibits and Schedules

1. DOCUMENT HEADER AND PARTIES

This Contract for Deed (also known as an Installment Land Contract or Uniform Real Estate 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 Utah has no installment-land-contract statute and that Utah courts apply equitable principles to forfeiture remedies (see Section 9).

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Parties agree as follows:

2. DEFINITIONS

"Business Day" – any day other than Saturday, Sunday, or a day on which Utah-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: Warranty Deed (Utah Code § 57-1-12) / Special Warranty Deed (Utah Code § 57-1-13)] in recordable form conveying the Property to Buyer subject only to the Permitted Exceptions.

"Default Rate" – [____]% per annum or the maximum rate permitted by Utah 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, Utah, legally described in Exhibit A, together with all improvements, fixtures, water rights [SELECT: included/excluded], easements, 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 $[____________].

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 Utah 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.

5.4 Payoff 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 (Recommended). [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 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 community association requirements.

8. BUYER'S EQUITABLE INTEREST; RECORDING

8.1 Recording. This Contract (or a Memorandum of Installment Land Contract in the form of Exhibit C) shall be recorded with the County Recorder of [COUNTY] County, Utah. Under Utah Code § 57-3-102, a recorded document imparts notice to all persons from the time of recording; under Utah Code § 57-3-103, an unrecorded document is void as against a subsequent bona fide purchaser of the same property for valuable consideration without notice. Recording provides constructive notice of and helps protect Buyer's equitable interest.

8.2 Recording Fees. Recording 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 (UTAH FORFEITURE / LIQUIDATED-DAMAGES RULE)

9.1 Events of Default. Buyer is in default if Buyer (a) fails to pay any installment within [____] days after its due date; (b) fails to pay taxes or insurance; (c) commits waste; or (d) breaches any other material covenant and fails to cure within [____] days after written notice.

9.2 Notice and Right to Cure. Seller shall give Buyer written notice of default by certified mail, return receipt requested, specifying the default and a cure period of not less than [____] days. Buyer may cure by paying all past-due amounts plus late charges and Seller's reasonable costs.

9.3 UTAH REMEDY — FORFEITURE ENFORCEABLE SUBJECT TO EQUITY. The Parties acknowledge:
a. Upon Buyer's uncured default, Seller may, subject to this Section, declare this Contract terminated and forfeited, retain all payments made as liquidated damages and reasonable rental value, and recover possession; Utah generally enforces such forfeiture clauses and generally refuses a defaulting vendee restitution of payments made.
b. HOWEVER, Utah courts treat the forfeiture clause as a liquidated-damages provision and will apply EQUITY to relieve against forfeiture where retention of all payments would be an unconscionable penalty grossly disproportionate to Seller's actual damages — for example, where Buyer has paid a substantial portion of the Purchase Price and acquired significant Equity. In that case a court may require Seller to refund the excess over actual damages, allow a reasonable period to redeem, or require Seller to enforce its security through foreclosure / judicial sale with surplus to Buyer.
c. A court will weigh Buyer's Equity, the proportion paid, improvements made, the willfulness of default, and Seller's actual damages.

9.4 Election of Remedies. As an alternative to forfeiture, Seller may elect to (a) sue for the unpaid Purchase Price; (b) seek specific performance; or (c) foreclose Buyer's equitable interest by judicial sale. Remedies are cumulative to the extent permitted by law.

9.5 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, an owner's title insurance commitment from [TITLE COMPANY] showing title vested in Seller as of the Effective Date, and an owner's 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. From the possession date, risk of loss passes to Buyer. 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; ULSPA)

13.1 Lead-Based Paint (Pre-1978 Housing). If the Property is covered target housing, federal law (42 U.S.C. § 4852d) requires Seller to disclose known lead-based paint and hazards, provide records, deliver the EPA pamphlet, and allow a 10-day inspection opportunity. See Exhibit D. ☐ Not applicable (not covered or exempt).

13.2 Property Condition Disclosure. Seller has delivered a Seller's Property Condition Disclosure describing known material defects [SELECT: per customary Utah practice / per the parties' agreement].

13.3 Uniform Land Sales Practices Act (§ 57-11-1 et seq.). [IF APPLICABLE] If the Property is part of subdivided land offered for sale by installment contract, Seller has complied with the registration and public-offering-statement requirements of the Utah Uniform Land Sales Practices Act and delivered the required public offering statement. ☐ Not applicable (not subdivided land subject to ULSPA).

13.4 Inspection. Buyer [SELECT: has inspected / has [____] days to inspect] the Property, including any radon/water 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 Utah.

14.2 Forum. Exclusive venue lies in the state courts in [COUNTY] County, Utah.

14.3 Notices. Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses in Section 1.

14.4 Time of the Essence. Time is of the essence as to all payment obligations, subject to the notice and cure rights and the Utah equity rule 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 UTAH
COUNTY OF [____________]

On this [____] day of [MONTH], [YEAR], personally appeared before me [NAME(S)], the signer(s) of the foregoing instrument, who duly acknowledged to me that [he/she/they] executed the same.

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

16. EXHIBITS AND SCHEDULES

• Exhibit A – Legal Description of the Property
• Exhibit B – Permitted Exceptions
• Exhibit C – Memorandum of Installment Land Contract (for recording)
• Exhibit D – Lead-Based Paint Disclosure (pre-1978 housing)
• Exhibit E – Seller's Property Condition Disclosure
• Exhibit F – ULSPA Public Offering Statement (if applicable)
• Schedule 1 – Amortization Schedule

Sources and References

• Utah Code § 57-3-102 (record imparts notice) — https://law.justia.com/codes/utah/title-57/chapter-3/part-1/section-102/
• Utah Code § 57-3-103 (effect of failure to record) — https://le.utah.gov/xcode/Title57/Chapter3/57-3-S103.html
• Utah Code § 57-11-1 et seq. (Uniform Land Sales Practices Act) — https://le.utah.gov/xcode/Title57/Chapter11/57-11.html
• Utah Code § 57-1-12 / § 57-1-13 (warranty / special warranty deed) — https://le.utah.gov/xcode/Title57/Chapter1/57-1.html
• "Forfeiture Under Installment Land Contracts in Utah," Utah Law Review — https://dc.law.utah.edu/
• 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