GENERAL WARRANTY DEED

Commonwealth of Massachusetts

[// GUIDANCE: This template is drafted to satisfy Massachusetts statutory form requirements for a full covenant or “general warranty” deed under M.G.L. c. 183 § 10, together with county recording, transfer‐tax, and acknowledgment rules. Customize bracketed items, confirm county‐specific excise‐tax surcharges, and attach a metes-and-bounds or registered-land description as Schedule A.]

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

I. DOCUMENT HEADER

1. Title.
   GENERAL WARRANTY DEED (Massachusetts)

2. Parties.
   This Deed is made as of [EFFECTIVE DATE] (the “Effective Date”) by [GRANTOR LEGAL NAME], a [state & entity type / individual], having a mailing address of [GRANTOR ADDRESS] (“Grantor”), in favor of [GRANTEE LEGAL NAME], a [state & entity type / individual], having a mailing address of [GRANTEE ADDRESS] (“Grantee”).

3. Consideration.
   For and in consideration of the sum of [WRITTEN AMOUNT] Dollars (US $[NUMERICAL]), the receipt and sufficiency of which are hereby acknowledged, and other good and valuable consideration, Grantor does hereby grant, bargain, sell, convey, and confirm unto Grantee, WITH WARRANTY COVENANTS, the Premises described in Section III below.

4. Jurisdiction.
   This instrument shall be governed by the real‐property laws of the Commonwealth of Massachusetts.

II. DEFINITIONS

For purposes of this Deed, the following terms have the meanings set forth below:

A. “Deed Excise Tax” means the Massachusetts transfer tax imposed under M.G.L. c. 64D and any county surcharge.
B. “Liability Cap” means the total consideration actually paid by Grantee to Grantor under Section I.3.
C. “Premises” means the real property described in Schedule A, together with all rights, easements, hereditaments, and appurtenances thereunto belonging.
D. “Warranty Covenants” has the meaning ascribed under M.G.L. c. 183 § 10, namely covenants of (i) seisin, (ii) right to convey, (iii) freedom from encumbrances, (iv) quiet enjoyment, and (v) further assurances.

III. OPERATIVE PROVISIONS

1. Grant and Conveyance.
   Grantor, for the consideration stated, grants to Grantee in fee simple the Premises, to have and to hold the same unto Grantee, its heirs and assigns forever, SUBJECT ONLY TO:
   a. real‐estate taxes not yet due;
   b. zoning, building, and environmental regulations of governmental authorities;
   c. the matters expressly set forth in Schedule B (Permitted Encumbrances), if any.

2. Legal Description.
   The Premises are more particularly described in Schedule A attached hereto and incorporated by reference.

3. Conditions Precedent.
   Delivery of this Deed is conditioned upon (a) receipt by the applicable Registry of Deeds or Land Court District of all required recording fees and Deed Excise Tax, and (b) concurrent delivery of any supporting conveyance documents specified in a separate purchase and sale agreement between the parties.

IV. REPRESENTATIONS & WARRANTIES

1. Grantor represents and warrants to Grantee that:
   a. Grantor is the lawful owner of the Premises in fee simple;
   b. Grantor has full power and lawful authority to convey the Premises;
   c. No authorization or consent of any third party is required that has not been obtained;
   d. Grantor is not a “foreign person” under I.R.C. § 1445; and
   e. Grantor is not a party to any option, right of first refusal, or other contract affecting title except as stated in Schedule B.

2. Survival.
   The representations and warranties in this Section survive delivery of this Deed and are independent of the Warranty Covenants.

V. COVENANTS & RESTRICTIONS

1. Warranty Covenants.
   Grantor covenants with Grantee that Grantor will WARRANT and DEFEND the title to the Premises against the lawful claims and demands of all persons claiming by, through, or under Grantor, but against none other.

2. Compliance Covenant.
   Grantor further covenants to execute, acknowledge, and deliver such additional instruments as may be reasonably requested by Grantee to perfect the conveyance intended hereby.

3. Use Restrictions (if any).
   [INSERT any declaratory or reciprocal easements, conservation restrictions, or other use limitations that the parties wish to impose.]

VI. DEFAULT & REMEDIES

1. Event of Default.
   A breach of any Warranty Covenant or representation in Sections IV or V constitutes a default.

2. Notice and Cure.
   Grantee shall give Grantor written notice of any claim within thirty (30) days after discovery and allow Grantor thirty (30) additional days to cure before instituting litigation.

3. Remedies.
   a. Specific performance, reformation, or quiet‐title action (injunctive relief preserved).
   b. Money damages, capped as provided in Section VII.2.
   c. Recovery of reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification—Warranty Covenants.
   Grantor shall indemnify, defend, and hold harmless Grantee from and against any loss, cost, or expense (including reasonable attorneys’ fees) arising out of a breach of the Warranty Covenants, subject to Section VII.2.

2. Liability Cap.
   Grantor’s aggregate liability under this Deed shall not exceed the Liability Cap, except in cases of Grantor’s willful misconduct or fraud.

3. Force Majeure.
   Neither party shall be liable for delay in performance (other than payment of money) due to events beyond its reasonable control, including acts of God, war, or governmental action.

VIII. DISPUTE RESOLUTION

1. Governing Law.
   This Deed shall be construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.

2. Forum Selection.
   Any action arising out of this Deed shall be brought exclusively in the state courts of the Commonwealth of Massachusetts sitting in the county where the Premises are located.

3. Arbitration.
   Arbitration is expressly excluded.

4. Jury Waiver.
   The parties have not waived trial by jury.

5. Injunctive Relief.
   Nothing herein limits a party’s right to seek injunctive relief, including an action to quiet title.

IX. GENERAL PROVISIONS

1. Entire Agreement.
   This Deed constitutes the entire agreement of the parties with respect to the conveyance of the Premises and supersedes all prior agreements.

2. Amendments.
   This Deed may be amended only by a written instrument executed with the same formalities as this Deed.

3. Severability.
   If any provision is held invalid, the remainder shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

4. Successors and Assigns.
   The covenants herein run with the land and bind Grantor, its heirs, successors, and assigns, and inure to the benefit of Grantee and its heirs, successors, and assigns.

5. Counterparts; Electronic Signatures.
   This Deed may be executed in counterparts, each of which is deemed an original, and signatures transmitted by electronic means are effective.

X. EXECUTION BLOCK

[// GUIDANCE: Choose the acknowledgment form that matches the Grantor’s capacity. Massachusetts individual, corporate, and LLC acknowledgments are provided below per M.G.L. c. 183 § 30.]

10.1 Signature

IN WITNESS WHEREOF, the undersigned Grantor has executed this General Warranty Deed as a sealed instrument on the Effective Date.

[GRANTOR LEGAL NAME]
By: ____
Name: ____
Title: ____

10.2 Notary Acknowledgment – Individual Grantor

Commonwealth of Massachusetts
County of ____

On this _ day of __, 20__, before me, the undersigned notary public, personally appeared ________, proved to me through satisfactory evidence of identification, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily for its stated purpose.

Notary Public
My Commission Expires: _

10.3 Notary Acknowledgment – Corporate/LLC Grantor

Commonwealth of Massachusetts
County of ____

On this _ day of __, 20__, before me, the undersigned notary public, personally appeared ____, who proved to me through satisfactory evidence of identification to be the person signing this instrument, and who, as ___ [title] of ________ [entity name], acknowledged that (he) (she) signed it on behalf of said entity for its stated purpose.

Notary Public
My Commission Expires: _

RECORDING PAGE (for Registry use only)

• Return to: [NAME & ADDRESS]
• Book _ Page (or Land Court Cert. of Title No. __)
• Property Address: [PROPERTY STREET ADDRESS, CITY, MA ZIP]
• Consideration: US $[AMOUNT]
• Deed Excise Tax Paid: US $[CALCULATED AMOUNT]
• Preparer: [ATTORNEY/CONTACT NAME, ADDRESS, BBO#]

SCHEDULE A

(Legal Description of Premises)

[INSERT metes-and-bounds or registered land description; include lot, block, plan, and title reference.]

SCHEDULE B

(Permitted Encumbrances)

1. Real estate taxes for the fiscal year ______ not yet due or payable.
2. [INSERT additional Permitted Encumbrances, if any.]

[// GUIDANCE: Before recording, affix excise‐tax stamps as calculated under M.G.L. c. 64D ($2.28 per $500 of consideration, plus any county surcharge), confirm grantee address, and ensure the notary block complies with current notarial practice standards (stamp, signature, commission expiration).]