Agreement of intent for the purchase and sale of an apartment (sample)

When re-registering real estate (in our case, when selling or buying an apartment), most transactions are long-term in nature and are concluded only some time after a suitable housing option has been found and a verbal agreement has been reached between the seller and the buyer.

In order to protect themselves as much as possible and avoid unnecessary risk, interested parties draw up and sign a preliminary agreement for the purchase and sale of an apartment.

Why enter into a preliminary agreement?

In fact, after signing a preliminary agreement, the property does not pass from one owner to another. This document only guarantees interested parties that the apartment will be sold to a specific person, under certain conditions, for an agreed amount and on time.

Such an agreement is drawn up when various situations arise that prevent the buyer or seller from immediately completing an official transaction for the disposal of real estate with its subsequent registration in the relevant services.

In this case, situations can be really different:

• lack of financial resources or any documents;
• lack of physical opportunity for the interested person to come to government agencies for
• execution of documents within a certain period of time;
• purchase of real estate in a new building, which has already been put into operation, but has not yet been registered as property by the developer;
• verification of title documents of one of the parties, which sometimes takes quite a long time.

Everything is very individual; only the most common, but not all possible reasons for concluding an agreement are listed here.

Due to the fact that the concluded preliminary contract for the purchase and sale of real estate has legal force, its violation entails legal consequences.

Stakeholders should take the most responsible approach to its preparation. This will help avoid unnecessary financial risk and other troubles later.

Registration requirements

The agreement must be in writing . At the request of interested parties, it can be drawn up and certified in a notary office, but this procedure is not mandatory.

• The contract must clearly state all the individualizing information about the apartment (the subject of the contract) and other essential conditions, which will later be indicated in the main document.
• In a document certified by signatures, the wording must be extremely clear in order to eliminate possible misunderstandings between the parties and double interpretations.
• If any of the parties evades or openly refuses to conclude the final contract, the opponent can file a claim of unlawful actions in court and demand compliance with the preliminary contract with the payment of a penalty and compensation for damages in full.
• In accordance with the law, the preliminary agreement must contain all the conditions that fully determine the future transaction for the sale and purchase of an apartment.
• Subject of the agreement (real estate) and its characteristics:

• location (region, city, actual address);
• size of the total and living area;
• number of floors of the house;
• floor;
• number of rooms;
• technical characteristics of the premises.

1. The price for which the seller intends to sell and the buyer to buy this apartment.
2. Method of mutual settlements - bank transfer, cash, housing certificate, mortgage, etc.
3. The presence or absence of any claims regarding the real estate for sale from the buyer.
4. Details of the parties : full name, passport details (when, where and by whom it was issued, number and series, department code), place of registration.
5. If one of the parties to the transaction is a representative of an organization or legal entity, then it is necessary to indicate:

• Full name of the representative, number and date of the power of attorney;
• name of the legal entity;
• organizational and legal form;
• registration of location;
• license number.

If the transaction occurs by power of attorney, then a photocopy of it is attached.

The validity period of the contract, that is, indicates the specific date of the transaction , before which the conclusion of the main purchase and sale agreement must take place.

The conclusion of the main agreement and re-registration of property rights, as agreed by the parties to the transaction, is usually allowed before the deadline specified in the preliminary agreement. Such actions do not contradict the law.

If a specific date is not specified, then, in accordance with the norms of the Civil Code of the Russian Federation, the main agreement must be signed by the parties no later than one year after signing the preliminary agreement.

Prepayment , the presence or absence of a deposit or advance payment.

The results of the actual verification of title documents for real estate (certificate), including: the absence or presence of disputes or encumbrances regarding the apartment (alienation, liens, arrest, etc.).

• Indication of the person who bears the costs when completing a future transaction.
• Penalties provided for a party that refuses to complete a transaction within the specified time frame.
• The presence or absence of registered persons in the apartment at the time of signing the preliminary agreement.

Sample preliminary agreement

There is no approved standard form for a preliminary agreement for the purchase and sale of an apartment. Each real estate transaction is individual and takes into account the circumstances of a particular situation: the identity of the buyer and seller, their financial capabilities, the availability of a completed set of documents for the apartment, technical characteristics of the property, etc.

Depending on the circumstances, the preliminary agreement must also take into account additional conditions that may in any way affect the success of the transaction.

At the same time, the text, at a minimum, must reflect the essential conditions indicated above. They are regulated by civil law.

To minimize all possible risks, it is better to entrust the development and preparation of a sample to professionals - a notary , realtor or real estate agent

The specialist will draw up the paper in such a way that the obligations and rights of the parties are described in full, will help you choose the necessary wording and fill out all the columns of the contract without errors, typos and blots.

A standard form for a preliminary agreement for the purchase and sale of an apartment can be downloaded here.

What is an agreement of intent for the purchase and sale of an apartment?

An agreement of intent is just a document showing that two parties (buyer and seller) agree to make a certain transaction between themselves, as a result of which the apartment will pass from one owner to another for a certain amount.

The agreement of intent for the purchase and sale of an apartment is unequal, but the document closest in content to the preliminary purchase and sale agreement.

In the legislation, such wording as “intention” is not clearly stated. And yet, despite the definition and lack of legal basis, such agreements exist.

How to save yourself from risks when concluding a letter of intent?

An agreement of intent can become equivalent to a preliminary agreement only if the text is drawn up in such a way that upon reading it clearly shows the obligation to sign the main document based on its results .

In the body of the agreement of intent, it is necessary to specify the obligations of the parties and choose the right wording. All conditions must be clearly stated, without florid phrases that can be interpreted in two ways.

When drawing up the text of an agreement of intent, you cannot use phrases like: “the interested parties plan to conclude another agreement” or “the parties are going to clarify...”.

Only if the above conditions are met, a written agreement of intent will be considered equivalent to a preliminary agreement and, accordingly, will have legal force.

When concluding an agreement of intent, no deposit or advance payment is required to pay for the apartment. Since in the event of force majeure situations, it will be very problematic to receive the paid amount.

Why do you need an agreement of intent?

Despite the lack of a legal basis, the agreement of intent also has practical significance, since it allows:

• consolidate on paper the agreements reached by the parties during the negotiations;
• set a likely price limit;
• agree on contacting a realtor or appraiser;
• discuss mandatory points for future negotiations;
• eliminate the possibility of misunderstanding between the parties.

In addition, the presence of a written document in the event of property disputes makes it possible to prove your rights in court.

Video: Preliminary agreement and its execution

The legal consultation explains the procedure for executing the preliminary contract for the purchase and sale of real estate and the difficulties that may be encountered in doing so.

Sample agreement of intent for the purchase and sale of real estate

An agreement of intent to enter into a real estate purchase and sale agreement confirms the parties’ desire to cooperate with each other. The document is not provided for by law, but the parties have the right to conclude it by virtue of clause 2 of Art. 421 Civil Code.

It is necessary to distinguish between the concepts of a preliminary agreement and a letter of intent. Legally, these are different documents that entail certain consequences in the event that the agreements reached are not fulfilled.

The letter of intent and the preliminary agreement document the desire to enter into an agreement in the future. It is important to distinguish the first document from the second, since only a preliminary agreement obliges the parties to complete a transaction in accordance with paragraph 5 of Article 429 of the Civil Code. The letter of intent only confirms that the parties have reached agreement on any stage of the transaction.

A preliminary agreement can be distinguished by the following features:

• contains accurate information about the property that will become the subject of the main agreement (only approximate data can be indicated in the agreement of intent);
• has a structure similar to the master purchase and sale agreement.

It should be noted that the letter of intent can be drawn up as a preliminary agreement. But in order for it not to be recognized as such, it is necessary to include in the text the phrase that the document is not a preliminary agreement.

Also read:

When is an agreement of intent to purchase and sell concluded?

An agreement of intent is convenient to use when it is necessary to consolidate oral agreements, but avoid financial losses if the deal is abandoned. This option is used when negotiations on a transaction are conducted by the seller with several possible buyers at once.

Although there are no consequences for terminating such an agreement, when going to court, it can become evidence that the parties negotiated.

1 of the Civil Code, the agreement of intent will be evidence that they participated in the negotiations voluntarily.

How to draw up a contract correctly?

The document is drawn up in simple written form in the following order:

• Title of the document;
• date of compilation and name of the locality where it was registered;
• details of the parties to the agreement (the legal entity indicates the name in accordance with the statutory documents and the full name of the person authorized to certify the agreement on behalf of the organization, the individual fills out the full name, date of birth, passport details and registration address);
• the subject of the agreement is the desire to fulfill the conditions that are necessary to conclude the main contract in relation to the real estate. For example, prepare the necessary documentation;
• the document may also contain conditions on the procedure for further interaction between the parties: scheduling meetings, determining the procedure for distributing expenses, etc. It should be taken into account that this paragraph may not contain conditions that will limit the liability of the parties for unfair actions (clause 5 of Article 434.1 of the Civil Code);
• the agreement of intent is not preliminary, therefore it is prohibited to indicate the requirement to conclude the main agreement of the transaction;
• It is permissible in the agreement to establish a condition when the seller undertakes that during a specified period of time he will not offer the real estate to other buyers. If such a condition is established, then within the framework of the agreement it is permissible to establish a fine for its violation;
• details and signatures.

The document is drawn up in two copies, one for each party. The letter of intent does not require notarization.

Before the entry into force of Art. 434.1 of the Civil Code, the document was of a legal nature, which deprived the parties who signed it of confidence in the completion of the agreed transaction. Today, this article has consolidated the legal significance of the agreement, which makes it possible to confirm in court the fact of negotiations and even agreement by the parties on the essential terms of the future transaction agreement.

Sample form 2023

Download the agreement of intent for the purchase and sale of real estate between legal entities

Download the agreement of intent for the purchase and sale of real estate between individuals

Is it possible to terminate it?

A document of intent serves to preliminary consolidate agreements on a future transaction, but leaves the parties the right to refuse it without any consequences. This is a convenient tool for those sellers who are negotiating the sale of a real estate property with several potential buyers at once.

Either party has the right to terminate the agreement. Legally, it does not impose an obligation on the seller or buyer to conclude the main contract, and therefore does not provide consequences for the one who initiated the termination.

However, a document signed by the parties can serve as evidence of negotiations on the transaction. If any of the parties suffers losses during termination, then they have the right to demand compensation in court on the basis of clause 3 of Art. 434.1 Civil Code.

Agreement of intent for the purchase and sale of real estate: sample

An agreement of intent for the purchase and sale of real estate is a preliminary agreement that is concluded to avoid any risks when making a future transaction. This agreement includes all the conditions for the main transaction, rights, obligations, responsibilities, cost, payment procedure and terms. Subsequently, these conditions are transferred to the main real estate purchase and sale agreement.

Purpose of the letter of intent

A letter of intent to buy real estate is a guarantee that the transaction will go through. But, after signing the preliminary agreement, ownership rights to the property do not transfer from the owner to the second party. It only confirms the relevance of the terms and conditions of the transaction.

An agreement of intent for the purchase and sale of real estate is concluded for various reasons. The most popular reasons for concluding a preliminary agreement include the following:

• The deadlines are delayed due to the buyer’s lack of finances;
• Lack of required documents for the transaction from one of the parties;
• The inability of one of the parties to be in the Unified State Register of Real Estate to complete the transaction;
• Purchasing housing in a new building that is not yet registered with the developer as property;
• Long-term verification of documentation in Rosreestr;
• Acquisition of housing with encumbrances;
• Other situations, of which there are quite a few.

The preliminary purchase and sale agreement has legal force and, if one of the parties does not want to fulfill the established obligations, then such issues are resolved in court and it is possible to obtain compensation from the perpetrator or another decision in favor of the plaintiff.

There is an agreement of intent to enter into a real estate purchase and sale agreement. It is not legally supported. It merely describes a declaration of intent to purchase. The parties do not undertake any performance obligations. If the deal falls through, the agreement will not be a strong argument for the court.

A real estate purchase transaction usually consists of four stages , which help to avoid risks and disputes between participants. These include:

1. Drawing up a letter of intent;
2. Drawing up the main purchase and sale agreement;
3. Drawing up a transfer and acceptance certificate;
4. Registration of transfer of rights in the Unified State Register of Real Estate.

A preliminary agreement of intent can be of several types:

• Agreement of intent to purchase and sell without paying a deposit;
• Agreement of intent to purchase real estate with an advance payment;
• Preliminary agreement for the purchase and sale of living space.

The preliminary agreement can be registered with Rosreestr by agreement of the participants as a voluntary acceptance of such an obligation.

It is optimal for both the seller and the buyer to draw up an agreement of intent to purchase real estate with an advance payment. It guarantees not only the completion of the transaction on time, but is also supported financially.

Drawing up this type of agreement is common for the purchase and sale of cottages, plots of land, and other country-type buildings, as well as for the purchase of housing with an encumbrance or for a mortgage loan. This is because concluding such transactions requires a lengthy collection of documentation and various permits.

Contents of the agreement of intent for the purchase and sale of real estate

According to the Civil Code of the Russian Federation, Art. 429, a preliminary contract for the purchase and sale of real estate or, in other words, a letter of intent, is drawn up in triplicate, in free written form. The agreement can be drawn up by the parties to the transaction independently or notarized.

Taking into account the legislation of the Russian Federation, an agreement of intent for the purchase and sale of real estate must contain the main terms of the transaction, a detailed description of the subject of the agreement, the term, method and procedure for payment and transfer of real estate.

Taking into account the specifics of the preliminary agreement, it must contain the following:

• Title of the document, place and date of signing;
• Data of the parties to the transaction, including passport details. For legal entities - registration documents. For authorized representatives - a notarized power of attorney and passport;
• Indication of the intention to acquire real estate in the future (subject of the agreement);
• Indicate all identification data of the subject of the contract, as well as its condition and defects;
• Provide links to documents that confirm the seller’s ownership of this property;
• The value of the subject of the contract at which the seller agrees to sell the property and the buyer to purchase;
• Procedure and method of calculation;
• Advance amount;
• Presence/absence of the buyer's claims regarding the housing. For this item, you can draw up a protocol of disagreements as an appendix;
• Deadline for signing the main purchase and sale agreement;
• Rights and obligations of the parties to the transaction;
• Responsibility of the parties;
• Validity period of the preliminary agreement;
• Other conditions;
• Date, signature, transcript.

Subject of the agreement

The essential terms of any property transaction include the subject of the agreement. Taking into account Art. 554 of the Civil Code of the Russian Federation, the subject of a real estate contract can be any object - an apartment, house, dacha, cottage, etc. The main aspect of this clause of the contract is the identification of the item being negotiated, which makes it possible to identify the object being sold and distinguish it from others.

The main characteristics of the subject of the contract include:

• Address;
• Borders (if the transaction concerns land plots);
• Purpose;
• Total area;
• Floor;
• Number of rooms;
• Cadastral number;
• Site plan;
• Features and defects, etc.

Contract price

Price is also an essential condition of the agreement of intent for the purchase and sale of real estate. This provision is regulated in accordance with Art. 424 of the Civil Code of the Russian Federation and Art. 555 of the Civil Code of the Russian Federation. This condition must be included in the contract, without the right to change in the main contract.

The cost of the subject of the contract is established through analysis and comparison of prices on the real estate market of similar objects. In the same paragraph, the parties indicate the terms, procedure and currency.

The value of the subject of the agreement of intent for the purchase and sale of real estate can be determined as:

Rights and obligations of the parties

The agreement of intent should include the rights and obligations of the participants to fulfill the terms of this agreement and for violation of which they may be held legally liable.

The main obligation of both parties under the letter of intent is to enter into a future main agreement for the purchase and sale of real estate, in accordance with the conditions stipulated by this agreement. This document gives the right to either party to demand the conclusion of the main agreement.

If one of the parties to this agreement avoids concluding the main one, then the second party has grounds to file a lawsuit to compel the conclusion and demand compensation for expenses incurred due to the untimely execution of the final contract.

According to the agreement of intent for the purchase and sale of real estate, the seller must:

• Complete the main purchase and sale agreement with the buyer specified in this agreement on time;
• Obliged to conclude an agreement in accordance with the specified conditions in this agreement;
• Draw up a draft of the main purchase and sale agreement and send it to the buyer for consideration;
• If a protocol for reconciling disagreements under this agreement has been drawn up, then notify the buyer no later than 10 days of its approval/rejection.

The buyer is obliged:

• Complete the main purchase and sale agreement with the seller specified in this agreement on time;
• Obliged to conclude an agreement in accordance with the specified conditions in this agreement;
• Notify about approval/rejection of the draft purchase and sale agreement or present a protocol of disagreements no later than 10 working days.

The right of both parties is the possibility of refusing to formalize the main purchase and sale agreement if the essential terms of the main agreement specified in the preliminary agreement are violated. This is regulated by Chapter 29 of the Civil Code of the Russian Federation.

Any party to the transaction has the right to terminate this agreement or refuse to enter into the main agreement for the following reasons:

• In connection with the circumstances specified in the contract, if they involve termination at the initiative of one of the participants;
• By agreement of both parties;
• By court decision, in case of violation of the conditions specified in paragraph 2 of Art. 450 GK;
• If there is a significant change in prices and/or conditions associated with the conclusion of the contract.

The responsibility of the parties for violation of rights and obligations should also be specified. Liability may include a fine, penalty, compensation, etc. Indicate that payment of these penalties does not exempt you from fulfilling the terms of the contract. Either party can challenge this provision in court.

Time frame for implementing the intentions of the parties

For this type of contract, the term is not an essential condition. It can be specified to establish a clear deadline for concluding the main purchase and sale agreement as agreed upon by the participants.

If the period is not agreed upon or specified, then it is assumed that the main agreement must be concluded within a year from the date of execution of the letter of intent.

Additional terms

additional conditions in the agreement of intent by agreement. They may be the following:

• The parties confirm that there are no other agreements or oral understandings and the transaction will be made subject to the conditions described here;
• The parties acknowledge that if, due to changes in legislation, any clause of the contract becomes invalid, then they have the right to revise or exclude it, since all others remain valid;
• Other conditions as agreed by the parties that will help in concluding the transaction.

Sample agreement of intent for the purchase and sale of real estate

There is no specific form of agreement of intent for the purchase and sale of real estate established by law. But, if it is drawn up correctly, it will help, in case of disagreements and disputes, to avoid litigation (or it will allow you to demand their resolution through the court).

Do I need to get it certified by a notary?

An agreement of intent for the purchase and sale of real estate, according to current legislation, does not have to be certified by a notary office. For the drafted preliminary agreement to be considered valid, the signatures of the parties are sufficient.

Based on legal practice, the best solution would be to contact a notary when planning any property transaction. This aims to:

• Eliminate errors in compilation;
• Check the documents of the other party for authenticity;
• Detect actions of the second party that are contrary to the law;
• Explain each point and its features.

To draw up a letter of intent, both independently and with a notary, you will need the following documents:

• Passports of the parties to the transaction;
• Confirmation of ownership of the seller's real estate;
• Cadastral passport for real estate;
• Technical passport and site plan;
• Extract from the Unified State Register of Real Estate;
• Extract from the house register;
• If it is intended to sell property that is in common or shared ownership, then permission from all owners to complete the transaction will be required.

An agreement of intent that has been certified by a notary will be easier to use when disputes and disagreements arise in court. The cost of notary services for drawing up and certification of this type of agreement is about 2,000 rubles.

If you have questions, consult a lawyer

You can ask your question in the form below, in the online consultant window at the bottom right of the screen, or call the numbers (24 hours a day, 7 days a week):

• 8 (800) 350-83-59 — all regions of the Russian Federation.

Sample agreement of intent for the purchase and sale of real estate

An agreement of intent for the purchase and sale of real estate is a sample of this document, competently drawn up from a legal point of view, in the absence of sufficient legal regulation of this procedure, it will help to avoid mistakes in the process of completing a transaction of this kind. In addition, it will allow the parties to avoid additional costs. The drawing up of such an agreement will be discussed in our article.

• Preliminary contract for the purchase and sale of real estate - legal regulation
• Contents of the agreement of intent for the purchase and sale of real estate, sample
• On termination of the preliminary contract for the purchase and sale of real estate

Preliminary contract for the purchase and sale of real estate - legal regulation

The legislation does not define the concepts of “preliminary agreement” or “agreement of intent”, which gives rise to legal conflicts in practice due to the fact that contracting parties often enter into written transactions named as such.

The Plenum of the Supreme Arbitration Court of the Russian Federation introduced some clarity on this issue regarding preliminary contracts for the purchase and sale of real estate in its resolution No. 54 dated July 11, 2011. In particular, paragraph.

Accordingly, the provisions of Chapter 30 of the Civil Code apply to the preliminary agreement for the sale of real estate if there is a condition falling under Art. 487 about advance payment.

Contents of the agreement of intent for the purchase and sale of real estate, sample

Due to the above norms and features of the transaction, the following conditions must be included in the agreement of intent for the purchase and sale of real estate:

• date of drawing up and signing of the document (may be different, which should also be reflected in the document);
• details of the parties, including identification card details, indication of place of residence, date of birth, name or full name (depending on the category of each party);
• an indication of the intention in the future to make a transaction for the purchase and sale of a real estate property (to enter into an appropriate agreement);
• a detailed description of the subject of the agreement and the future transaction (address data, cadastral registration data, technical data, etc.);
• description of title documents confirming the authority of the party who will act as the seller in the future;
• transaction price (cost of the object);
• timing of signing a direct purchase and sale agreement;
• the procedure for settlements under the agreement (terms for making a deposit, other sums of money, method of transferring them) and other conditions at the discretion of the parties.

1. To get a clear idea of ​​its contents, you can download a sample of a preliminary agreement of this kind on our website.
2. 
3. Download sample

On termination of the preliminary contract for the purchase and sale of real estate

The general rules of the Civil Code enshrined in Chapter 29 apply to the termination of the preliminary agreement. Thus, it can be terminated:

• in connection with the circumstances specified in the contract, if they allow termination at the initiative of one of the parties;
• by mutual consent in any cases;
• by a court decision in case of violation of the conditions specified in paragraph 2 of Art. 450 of the Civil Code (violation of essential conditions and other cases specified in the regulatory act or the contract itself);
• if there is a significant change in the conditions in which the parties were at the time of concluding the contract (in the absence of agreements, a court decision will also be required).

In practice, there can be many reasons for terminating such contracts - from a significant change in prices on the real estate market in the period between the conclusion of the preliminary contract and the moment of signing the main one to the banal financial insolvency of the future buyer.

As you can see, the general rules of purchase and sale are applicable to the agreement for the preliminary purchase and sale of real estate, with the obligatory indication of the conditions for advance payment. Its termination occurs according to the general rules and grounds specified in Chapter 29 of the Civil Code.

Participate in the competition on our forum!

More details

What is an agreement of intent for the purchase and sale of real estate: sample, design, validity period

To solve your problem RIGHT NOW get

free consultation:

Show content

What is the document?

An agreement of intent is a written agreement that is concluded between two or more parties and contains information about the nuances of a future transaction. The document can be drawn up to consolidate any agreements, including the intention to purchase and sell real estate.

Legal force of the agreement

The Civil Code does not regulate the concept of an agreement of intent, but there is no prohibition on its conclusion. Article 429 of the Civil Code of the Russian Federation deals only with a preliminary agreement and the rules for its conclusion.

A written document of intent has limited legal force. If one of the parties violates the prescribed conditions, then on the basis of this paper it will not be possible to recover moral damages or establish penalties. But the presence of such a letter will make it possible to prove that the relationship between the parties really existed, the seller and the buyer voluntarily wanted to enter into a transaction.

The main differences between the two documents:

• The preliminary agreement establishes the obligation to conclude the main policy agreement within the specified time frame.
• A letter of intent has a slightly different meaning. It is signed as a guarantee that the property will be purchased on the terms agreed between the parties.

In the first case, we are talking about the need to sign an agreement, and in the second, that the premises will be purchased on the terms that people agreed on.

Rights and obligations of the parties

When drawing up a letter of intent, special attention should be paid to indicating the rights and obligations of each of the parties to the future transaction for the purchase and sale of real estate.

Attention! The agreement can only be concluded with the mutual consent of the seller and the buyer, and in the same way it can be changed or terminated.

The seller and buyer must:

1. Conclude an agreed transaction on the specified terms.
2. Adhere to prescribed deadlines, if they are established.
3. If there are any controversial issues, notify the other party of the disagreement.

Both parties have the right to withdraw from the agreements reached if the second party violates the terms of the deal.

The letter of intent must be in writing. There are no legally established norms or requirements for its preparation, but this does not mean that the paper can be written in any format, without taking into account the basic legal nuances.

When drawing up the form, it is important to pay attention to the conditions that must be covered in the letter. An incorrect approach to writing may be a reason for declaring the paper void or invalid.

Contents and essential conditions

It is recommended to draw up the agreement according to the following scheme:

1. Name of the form.
2. Place of compilation and date of conclusion.
3. Information about the seller and buyer - passport data and registration addresses.
4. Text of the letter.
5. Signatures of the parties.

The document should specify all the essential terms of the future transaction:

1. The intention of one party to sell and the other to buy a property.
2. Cost of living space.
3. Calculation procedure.
4. Deadlines for depositing funds.
5. Rights and obligations of the parties.

In addition to the basic conditions, the form may also provide additional nuances if both parties agree to this.

Download a sample form of an agreement of intent for the purchase and sale of real estate between legal entities in Russia

Conditions that cannot be included in the protocol

The parties cannot include a clause in the agreement of intent Such a clause will turn the letter into a preliminary agreement, and special requirements apply to it according to the Civil Code of the Russian Federation.

We should not forget that written obligations do not constitute the basis for the transfer of property rights and do not give the right to demand penalties from a participant who has violated the written agreements.

Deadlines

This type of document does not oblige participants to set clear deadlines for fulfilling the prescribed conditions, but it does not prohibit it either. The seller and buyer can agree on specific dates for the end of the preparatory stage and the period for transition to the conclusion of the transaction.

Important! If no dates are specified in the letter, then it is considered that it must be completed within a year from the date of its signing.

When drawing up an agreement, you must adhere to the standard requirements for writing such documents. The form is filled out in several copies - according to the number of parties involved in the sale and purchase.

Legal significance is given to the paper by the signatures of the parties. The absence of a date of preparation and place of signature is grounds for declaring a document void.

Is certification necessary?

Notarization of the letter of intent is not a required element. The parties can easily save on these costs. However, knowledgeable people recommend playing it safe and still having the agreement certified by a notary. This will allow:

1. Avoid significant errors when drawing up the form. The notary will explain which points are unnecessary, incorrectly formulated, and what should be added to the form.
2. Check the documents for the property being sold.
3. Receive clarification on the legal aspects of the concluded document.

The absence of a notarial signature is not grounds for declaring a document invalid.

Is registration required?

Rosreestr certifies only those documents on the basis of which ownership rights are transferred from one person to another. In other cases, the organization’s participation will not be required. An agreement of intent is not a form that transfers ownership rights to another person, which means it does not need to be registered.

Validity period of the agreement on the decision to further conclude the PrEP

The validity period of the letter may be specified in a separate clause. It is usually determined in accordance with when the documents and money will be ready to conclude the main purchase and sale agreement. It is recommended not to write dates back to back, but to leave a small gap for force majeure situations. Unfortunately, it is not always possible to deliver what is promised within the agreed period.

Participants may not specify any terms at all, in which case the agreement will be valid for a whole year. However, this approach is not very convenient for both the seller and the buyer.

There are several ways to terminate a letter of intent:

1. Upon reaching a mutual agreement.
2. Unilaterally if the other party violates the essential terms of the agreement.
3. Judicially.

Grounds for termination may be force majeure situations that do not allow the conclusion of a transaction or the desire of one of the parties to withdraw from their agreements.

Attention! If a voluntary agreement is reached to terminate the previously signed letter, a new document will need to be concluded indicating the termination of cooperation.

If you cannot resolve the situation voluntarily, you should go to court.

Judicial practice shows that agreements of intent are often recognized as preliminary, for violation of the terms of which there are already possible consequences and liability. This is due to the fact that there are too many similarities and very blurred boundaries between the two forms of contract.

Basic mistakes when concluding

When drawing up a letter of intent, it should be clearly understood that this document does not assign obligations to the parties to transfer rights to the property. It only confirms that the parties have agreed on the terms of the transaction. Without specifying the price of the premises, the seller can easily change it. In this case, the buyer will not be able to claim that the price increase is a violation of the established conditions.

It is extremely important to thoroughly describe the characteristics of the object being sold and the address of its location, so that there is no reason to misinterpret the data.

Guarantees and risks

The letter of intent cannot guarantee the parties that the transaction will take place and that the specified conditions will remain unchanged. This letter has rather limited legal force, so you should not rely solely on its availability.

Despite the precariousness of the legal position of the protocol, it provides the parties with assurances that the written terms of the transaction will apply when concluding the main purchase and sale agreement. That is why, when drawing up an agreement, all the nuances of a future purchase and sale should be provided for.

An agreement of intent has its advantages, but it is also endowed with considerable disadvantages. When drawing it up, the parties must understand that such a protocol cannot provide 100% guarantees. It can be an additional document to a future transaction and it is recommended to also conclude a preliminary purchase and sale agreement.

We already understand that you have a SPECIAL problem.

Call us and we will decide:

Agreement of intent (sample)

In business practice, the conclusion of a purchase and sale transaction (or provision of services), long-term lease or other upcoming cooperation is often preceded by an agreement of intent concluded by the parties after preliminary negotiations on the terms of the future agreement.

In this article we will talk about what an agreement of intent is, what types of it exist, what is the legal status of this document, which precedes almost all large and important transactions, and we will offer for consideration a standard agreement of intent for the purchase and sale of real estate, a sample of which is used in the Russian legal field.

Legal regulator

The right of the parties, after agreeing on the main terms of a future transaction, to enter into an agreement of intent is established by Article 429 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation), the norms of which set out:

• form of the Agreement;
• a number of conditions that must be specified in the Agreement;
• the procedure and list of actions taken by the parties to implement preliminary agreements;
• liability of the parties to the Agreement in the event of one of the parties evading the fulfillment of its terms;
• conditions for termination of obligations.

Agreement of intent: essence and legal status of the document

In Russian legislation, the concept of “agreement of intent” does not exist; it is used exclusively in business vocabulary, and is identical to the legal term “preliminary agreement”, which is used when listing the contents of a document and its consideration in court. What kind of agreement is this, what is the essence of this document?

The agreement of intent represents the preliminary obligations of the participating parties to implement the functions provided for in it to achieve specific goals and objectives in the interests of the parties that signed it.

In other words, by a preliminary agreement, the participating parties record their intentions to conclude, within the time frame established by the agreement, the main agreement on a particular type of transaction on the terms agreed upon by the parties and specified in the preliminary agreement at the time of its signing.

An agreement acquires the status of a legally significant document if it:

• drawn up in the form established for the main contract (if it is not established, then only in writing);
• certified by the signatures of the participating parties,
• stipulates the subject and conditions of the main agreement;
• contains a direct indication of the obligations of the signatory parties to conclude the main agreement within a certain period (if the period is not specified, the main agreement is concluded within a year).

Equally important! Despite the fact that Part 2 of Article 429 of the Civil Code of the Russian Federation states that the preliminary agreement must be concluded in the same form as the main agreements, there is no need to register it with government agencies and notaries.

The position of the judicial authorities regarding agreements of intent is clear: agreements that record intentions, and not a transaction in one form or another, do not provide for the actual transfer (transfer) of ownership or encumbrances - and therefore there is no subject for registration.

When is

Concluding a letter of intent is extremely important in business circles today. This is one of the most effective legal tools for ensuring security and guaranteed completion of a transaction on pre-agreed and agreed upon terms.

An agreement of intent is drawn up by the parties in cases where each of the participating parties agrees with the terms on which the main Agreement will subsequently be concluded, but due to a number of circumstances between the parties:

• there are no documents necessary for signing it;
• access to the subject of the contract cannot be provided;
• one of the conditions of the future Agreement cannot be met.

Structure of the Agreement of Intent

• By analogy with the general form of an agreement as a legal document, a preliminary agreement has the following structure:
• contains an indication of the type of agreement (for example, “Agreement of intent for the purchase and sale of real estate/apartment”), the date of conclusion of the agreement, details of the parties;
• the key section of the agreement, which stipulates the intention of the parties to enter into the main agreement, its terms, financial issues and conditions for the transfer of the subject of the agreement;

• Time frame for signing the main agreement by the parties

the section indicates the exact date of the parties’ actual conclusion of the transaction;

• Responsibility of the parties provided for in case of violation of the terms of the contract by its signatories

1. In addition to basic compensation for refusal to fulfill obligations under the contract, as provided for by law, this section may provide for individual liability, which the parties agreed to when discussing the terms of the agreement and signing the preliminary contract.
2. the section indicates ways to resolve financial claims if, due to the refusal of one of the signatories of the preliminary agreement, the parties did not sign the main agreement;
3. The formation of the structure and content of the Preliminary Agreement and the wording used in the document should be treated with the utmost care - in the event of a conflict between the parties and an attempt to consider its essence in court, all the provisions set out in it will be interpreted literally.

 Checking the reliability of the counterparty

Types of agreements of intent and their features

There are quite a few types of Agreement of Intent - through this act, the intentions of the parties in the provision of services, the sale of movable and immovable property, securities, joint business activities, etc. can be confirmed.

As a rule, all types of Agreements of Intent have a common structure, but at the same time, depending on their specialization, they also have distinctive features. So:

• An agreement of intent for the provision of services is concluded in the case when the parties undertake to provide and receive services of various kinds - road freight and passenger transportation, equipment maintenance, development and provision of software, etc. Such an agreement must contain a specific list of services provided and estimated volumes for the billing period;
• An agreement of intent on cooperation, a sample of such an agreement in legal practice, is closest in content to the main agreement. It not only indicates the intentions of the parties, but also contains indications of the most significant aspects of the relationship of potential partners;
• An agreement of intent for the lease of non-residential premises, in addition to the general requirements and conditions, may contain additional conditions that the potential tenant has the right to put forward, taking into account the specifics of the subsequent use of the premises, for example - equipping the premises with additional protective equipment or equipment, the need for architectural changes, provision of documents on technical and operational characteristics of the premises being rented, etc.;
• A contract for the purchase and sale of real estate with a deposit is one of the types of agreement of intent, which is regulated not only by Art. 429 of the Civil Code, but also articles 380 and 381 of the Civil Code of the Russian Federation. It must necessarily contain an indication of the amount of the deposit transferred to the seller on account of a future purchase and sale transaction, as well as the possibility (or impossibility) of returning the full amount of the deposit (or part of it) in the event of one of the parties refusing to complete the transaction;
• An agreement of intent for the purchase and sale of a car (with or without a deposit), in order to maximally protect the interests of the buyer, must contain not only technical and registration information about the car, but also information about the location of the vehicle under a loan collateral, the volume of debt obligations on the car loan ( if there is one).

 Deposit and advance: what is the difference

Is execution of a letter of intent mandatory?

Having concluded an agreement of intent, a sample of which is drawn up according to the standard standard for such documents, one should not forget about the responsibility of the parties for its implementation.

According to Art.

445 of the Civil Code of the Russian Federation, if one of the parties to the preliminary agreement refuses to fulfill its obligations, the second party has the right in court not only to demand the conclusion of the main agreement on the terms previously agreed upon and specified in the agreement of intent, but also to demand compensation for losses, incurred as a result of refusal to fulfill obligations under the preliminary agreement.

If neither party declares the conclusion of the main agreement within the established period, the obligations of the preliminary agreement are terminated.