QUITCLAIM DEED
(State of New York)
[// GUIDANCE: Review all bracketed items and tailor to the particulars of the transaction, the nature of the parties (individual, corporate, LLC, etc.), and county-specific recording office requirements.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – Legal Description of Property
Exhibit B – New York State Transfer Tax Affidavit (TP-584)
Exhibit C – RP-5217 Real Property Transfer Report
I. DOCUMENT HEADER
-
Recording Page
1.1 RETURN BY MAIL TO: [NAME & ADDRESS]
1.2 AFTER RECORDING MAIL TAX BILLS TO: [NAME & ADDRESS]
1.3 COUNTY: [NEW YORK COUNTY]
1.4 SECTION/BLOCK/LOT (S-B-L): [_]
1.5 TITLE NUMBER (if any): [_] -
Parties
2.1 “Grantor”: [LEGAL NAME & ADDRESS]
2.2 “Grantee”: [LEGAL NAME & ADDRESS] -
Effective Date
3.1 Closing / Delivery Date: [____ , 20__] (“Effective Date”) -
Consideration
4.1 Monetary Consideration: [$10.00] and other good and valuable consideration, receipt of which is hereby acknowledged. -
Recitals
5.1 Grantor is the owner of certain real property located in the State of New York, more particularly described in Exhibit A (the “Property”).
5.2 Grantor desires to quitclaim, and Grantee desires to receive, all right, title, and interest that Grantor may have in and to the Property on the terms set forth herein.
II. DEFINITIONS
For purposes of this Deed, the following terms have the meanings indicated:
“Deed” means this Quitclaim Deed.
“Grantor” and “Grantee” have the meanings given in Section I.2.
“Property” has the meaning given in Section I.5.1 and Exhibit A.
“Recording Acts” means N.Y. Real Prop. Law § 291 (McKinney) and applicable county clerk rules.
“Transfer Taxes” means taxes imposed under N.Y. Tax Law art. 31, including § 1402, and any local real property transfer tax.
III. OPERATIVE PROVISIONS
3.1 Conveyance. Pursuant to N.Y. Real Prop. Law § 258 (quitclaim short form “QN”), Grantor hereby releases and quitclaims to Grantee, without covenants and without warranty of title, all of Grantor’s right, title, interest, claim and demand, present and future, in and to the Property, together with all hereditaments and appurtenances thereunto belonging, TO HAVE AND TO HOLD the same unto Grantee and Grantee’s successors and assigns forever.
3.2 Consideration. The conveyance is made for the consideration recited in Section I.4.1, the sufficiency of which is acknowledged.
3.3 No Additional Interest. Grantor does not herein convey any after-acquired title, and makes no representation as to the state or quality of title.
3.4 Conditions Precedent. Delivery and recordation of this Deed are conditioned upon (i) full payment of all applicable Transfer Taxes, (ii) submission of fully executed TP-584 and RP-5217 forms, and (iii) compliance with county clerk formatting requirements.
IV. REPRESENTATIONS & WARRANTIES
4.1 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS DEED, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
4.2 Survival. All disclaimers in this Section IV survive delivery and recordation.
V. COVENANTS & RESTRICTIONS
5.1 Further Assurances. Grantor agrees to execute such ministerial affidavits or confirmations reasonably required by the county clerk to effectuate recordation, at no out-of-pocket cost to Grantor.
5.2 Use Restrictions. None imposed by Grantor under this Deed. [// GUIDANCE: Insert if property is to be subject to specific easements, environmental covenants, etc.]
VI. DEFAULT & REMEDIES
6.1 Failure to Close/Record. If either party fails to satisfy the conditions in Section 3.4 within [30] days after the Effective Date, the non-breaching party may terminate this Deed by written notice, whereupon the Deed shall be void ab initio and consideration returned.
6.2 Reformation. In the event of scrivener’s error, the parties shall cooperate to execute a corrective instrument.
6.3 Attorneys’ Fees. In any action to enforce Section VI, the prevailing party is entitled to reasonable attorneys’ fees and costs.
VII. RISK ALLOCATION
7.1 Indemnification. None. Each party bears its own risk.
7.2 Limitation of Liability. Grantor’s aggregate liability, if any, arising from this Deed shall not exceed the consideration actually received by Grantor pursuant to Section I.4.1.
7.3 Force Majeure. Neither party shall be liable for delays in recordation caused by circumstances beyond its reasonable control (e.g., clerk office closure, government moratoria).
VIII. DISPUTE RESOLUTION
8.1 Governing Law. This Deed is governed by the laws of the State of New York without regard to conflict-of-laws principles.
8.2 Forum Selection. Any dispute shall be adjudicated exclusively in the state courts sitting in the county where the Property is located.
8.3 Arbitration. Excluded.
8.4 Jury Trial. No waiver of jury trial is provided.
8.5 Injunctive Relief. The parties agree that equitable relief is available solely to enforce the execution or reformation of this Deed as provided in Section VI.2.
IX. GENERAL PROVISIONS
9.1 Entire Agreement. This Deed constitutes the entire agreement between the parties with respect to the conveyance of the Property and supersedes all prior writings.
9.2 Amendments. No amendment or waiver is effective unless in a writing executed by Grantor and Grantee and recorded in the land records.
9.3 Assignment. Grantee may assign this Deed only by written instrument recorded in like manner as this Deed.
9.4 Successors and Assigns. This Deed binds and benefits the parties and their respective successors and permitted assigns.
9.5 Severability. Any invalid provision is severed, and the remainder of the Deed remains in effect.
9.6 Counterparts; Electronic Signatures. This Deed may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically or by facsimile are deemed original for all purposes under N.Y. State Technology Law §§ 301–309.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, Grantor has duly executed this Quitclaim Deed as of the Effective Date.
[GRANTOR SIGNATURE BLOCK]
[Grantor Name], [capacity if entity]
[// GUIDANCE: For corporate Grantor, attach a secretary’s certificate or board resolution evidencing authority.]
[GRANTEE SIGNATURE BLOCK – optional but customary]
[Grantee Name], [capacity if entity]
ACKNOWLEDGMENT (Individual)
State of New York )
County of ____ ) ss.:
On the ___ day of _, 20_, before me, the undersigned, personally appeared ________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same.
Notary Public, State of New York
My Commission Expires: ____
ACKNOWLEDGMENT (Corporation/LLC)
State of New York )
County of ____ ) ss.:
On the ___ day of _, 20_, before me, the undersigned, personally appeared ____, personally known to me or proved to me on the basis of satisfactory evidence to be the individual who executed the foregoing instrument, and who, being duly sworn, did depose and say that he/she is the ____ of ________, the entity described in and which executed said instrument; and that he/she signed his/her name thereto by order of the board of directors/managers of said entity.
Notary Public, State of New York
My Commission Expires: ____
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
[Insert metes and bounds or subdivision description; include district, section, block, and lot numbers.]
EXHIBIT B
FORM TP-584 – Combined Real Estate Transfer Tax Return
[// GUIDANCE: Attach fully completed state form or reference electronic submission.]
EXHIBIT C
FORM RP-5217 – Real Property Transfer Report
[// GUIDANCE: Counties require color-coded originals; confirm clerk specifications.]
[// GUIDANCE: Prior to submission for recording, confirm (i) correct font size and margins; (ii) inclusion of a cover page if required by the county clerk; (iii) satisfaction of mortgage tax, transfer tax, and any local forms; and (iv) compliance with e-recording standards where utilized.]