Warranty Deed
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Prepared By: [DRAFTER NAME], Esq., VSB No. ______
Address: [DRAFTER ADDRESS]
Phone/Email: [CONTACT INFO]

Return To: [RECIPIENT NAME / FIRM]
Address: [RECIPIENT ADDRESS]

Recording Block (Clerk’s Use Only):
Deed Book _ Page _ Instrument No. ____

Tax Map/Parcel No.: ___
GPIN (if applicable):
____

Consideration: $[AMOUNT]
Virginia Recordation Tax Paid: $_
Local Grantor’s Tax Paid: $_

[ ] Exemption Claimed – Va. Code Ann. § 58.1-811(____) ☐ Yes ☐ No

Date of Deed: [DATE] (“Effective Date”)

Parties:
• Grantor: [GRANTOR LEGAL NAME], a [STATE] [ENTITY TYPE/INDIVIDUAL] with its principal address at [ADDRESS] (“Grantor”).
• Grantee: [GRANTEE LEGAL NAME], a [STATE] [ENTITY TYPE/INDIVIDUAL] with its principal address at [ADDRESS] (“Grantee”).

[// GUIDANCE: Virginia Code § 17.1-223 requires the “prepared by” statement above. Recording taxes must be shown or an exemption cited. Complete the Clerk’s cover sheet as required by the local Circuit Court.]


TABLE OF CONTENTS

  1. Defined Terms
  2. Conveyance & Grants
  3. Consideration & Transfer Taxes
  4. Covenants of Title (General Warranty)
  5. Liability Cap
  6. Quiet-Title & Remedies
  7. Miscellaneous
  8. Execution & Acknowledgment
    Exhibit A – Legal Description of the Property

1. DEFINED TERMS

For ease of reference, the following capitalized terms have the meanings set forth below. Any capitalized term used but not defined herein shall have its ordinary legal meaning under the laws of the Commonwealth of Virginia.

“Consideration” – The monetary amount of $[AMOUNT] actually paid by Grantee to Grantor for the conveyance of the Property, receipt of which is hereby acknowledged.

“Property” – The real property located in the Commonwealth of Virginia and more particularly described in Exhibit A, together with all improvements, easements, rights, and appurtenances running therewith.

“Virginia Recordation Taxes” – Collectively, the state recordation tax imposed under Va. Code Ann. § 58.1-801 et seq. and any applicable local grantor’s tax under Va. Code Ann. § 58.1-802.


2. CONVEYANCE & GRANTS

2.1 Grant. For and in consideration of the Consideration and the other agreements herein, and with GENERAL WARRANTY AND ENGLISH COVENANTS OF TITLE, Grantor does hereby GRANT, BARGAIN, SELL, and CONVEY unto Grantee, its heirs, successors, and assigns in fee simple absolute, the Property, TOGETHER WITH all buildings, fixtures, easements, rights-of-way, hereditaments, and appurtenances thereto belonging or in anywise appertaining.

2.2 Possession. Possession of the Property shall be delivered to Grantee as of the Effective Date, free of any tenants or occupants except as expressly disclosed on Exhibit B (if applicable).

[// GUIDANCE: Delete Exhibit B reference if no leases or other possessory interests exist.]


3. CONSIDERATION & TRANSFER TAXES

3.1 Payment. Grantee has paid the Consideration to Grantor contemporaneously with execution and delivery of this Deed. Grantor acknowledges receipt and sufficiency of such Consideration.

3.2 Taxes & Fees. Grantor shall pay, or reimburse the Clerk at recordation for, all Virginia Recordation Taxes attributable to the Consideration, unless an exemption under Va. Code Ann. § 58.1-811 is properly claimed and documented on the applicable cover sheet.

3.3 Real Estate Taxes Proration. Real estate taxes, assessments, and other public charges against the Property shall be prorated between the parties as of the Effective Date on a calendar-year basis.


4. COVENANTS OF TITLE (GENERAL WARRANTY)

Pursuant to Va. Code Ann. § 55.1-300 et seq., Grantor hereby makes the following covenants to Grantee, its heirs, successors, and assigns, which covenants shall run with the land and bind Grantor and Grantor’s successors in title forever:

a. Covenant of Seisin – That Grantor is seized of an indefeasible estate in fee simple in the Property;
b. Covenant of Right to Convey – That Grantor has the full right, power, and lawful authority to convey the same;
c. Covenant Against Encumbrances – That the Property is free from all liens and encumbrances except those matters of record as of the Effective Date and those expressly listed on Exhibit C (the “Permitted Encumbrances”);
d. Covenant of Quiet Enjoyment – That Grantee shall quietly enjoy the Property without lawful disturbance; and
e. Covenant of Warranty – That Grantor will warrant generally and defend the title to the Property against the lawful claims of all persons whomsoever.

[// GUIDANCE: For any known encumbrances (e.g., easements, covenants, liens), list them on Exhibit C.]


5. LIABILITY CAP

Notwithstanding the foregoing, the aggregate monetary liability of Grantor for breach of any covenant or warranty contained in this Deed shall not exceed the Consideration actually received by Grantor, plus statutory interest thereon from the Effective Date. This Section 5 does not limit Grantee’s equitable remedies (including specific performance or quiet-title actions) but limits direct monetary damages.

[// GUIDANCE: This optional cap aligns with the client’s risk allocation mandate. Remove if full common-law liability is desired.]


6. QUIET-TITLE & REMEDIES

6.1 Primary Forum. Any action seeking quiet title, specific performance, or other equitable relief arising out of this Deed shall be brought exclusively in the Circuit Court of the [COUNTY/CITY] of the Commonwealth of Virginia having jurisdiction over the Property.

6.2 No Arbitration or Jury Waiver. The parties expressly waive any obligation to arbitrate and preserve all rights to a bench trial in accordance with the forum’s procedures.

6.3 Attorneys’ Fees. In any action to enforce this Deed or defend title, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs, subject to the Liability Cap in Section 5 regarding monetary damages.


7. MISCELLANEOUS

7.1 Governing Law. This Deed and all matters arising hereunder shall be governed by and construed in accordance with the real property laws of the Commonwealth of Virginia, without regard to choice-of-law rules.

7.2 Entire Agreement. This Deed (including all Exhibits) constitutes the entire agreement between the parties with respect to the conveyance of the Property and supersedes all prior agreements or understandings, whether written or oral.

7.3 Counterparts; Electronic Signatures. This Deed may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes under Va. Code Ann. § 55.1-600.

7.4 Successors & Assigns. All covenants herein shall bind and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

7.5 Severability. If any provision of this Deed is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.


8. EXECUTION & ACKNOWLEDGMENT

IN WITNESS WHEREOF, Grantor has executed this General Warranty Deed as of the Effective Date.

GRANTOR:


[GRANTOR NAME]
By: ____
Name:
____
Title (if entity):
___

[Seal required for individual grantor under Va. law]
[// GUIDANCE: Affix corporate seal if entity practice or bylaws require.]


COMMONWEALTH OF VIRGINIA

CITY/COUNTY OF _____, to-wit:

The foregoing instrument was acknowledged before me this _ day of _, 20__, by ________ [name(s) of person(s) signing], [title(s) if entity], on behalf of [Grantor Name].


Notary Public

My commission expires: ___
Notary Registration No.: _______


GRANTEE’S ACCEPTANCE
Grantee joins in the execution of this Deed solely for the purpose of evidencing its acceptance of the conveyance and the covenants herein.

GRANTEE:


[GRANTEE NAME]
By: ____
Name:
____
Title (if entity):
___


EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

[Insert metes and bounds description OR reference to a recorded plat, deed, or survey that fully and accurately describes the Property. Include any easements appurtenant or reservations as appropriate.]

[// GUIDANCE: Use a professional surveyor’s description. Do not rely on tax parcel description alone.]


EXHIBIT B (OPTIONAL)

SCHEDULE OF LEASES / POSSESSORY RIGHTS

Tenant Agreement Type Commencement Expiration Rent (Monthly)

EXHIBIT C (OPTIONAL)

PERMITTED ENCUMBRANCES

Recordation Reference Description

[// GUIDANCE: List easements, covenants, restrictions, liens, and any other title exceptions not being discharged at closing.]

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