An Agreement to Sell immovable property is a foundational contract where the seller promises to transfer ownership of a specific property to the buyer at a future date, subject to certain terms and conditions. It records the mutual understanding on price, payment schedule, and the timeline for completing the sale, serving as the blueprint for the final sale deed.
This agreement is typically drafted by the seller or their legal counsel and often contains terms that protect the seller's interests, such as strict payment deadlines and forfeiture clauses. A buyer should review it closely because the document dictates their rights to the property before the sale is finalised and the financial consequences if the transaction fails.
Who it usually favours: The standard form of an Agreement to Sell usually favours the seller, and the buyer should push back on one-sided default and forfeiture provisions.
What each one settles in a agreement to sell, and the wording that shifts the risk.
Why it matters. This clause defines the financial commitment, linking payments to specific milestones or dates. It determines how much money is at risk if the transaction does not close.
Watch for. Check if the entire earnest money deposit is forfeitable for any buyer default, without requiring the seller to prove actual loss, as this may be an unenforceable penalty.
Why it matters. The seller's warranties about clear and marketable title are the buyer's primary assurance that the seller has the right to sell the property free of undisclosed encumbrances.
Watch for. Look for vague language like 'seller's best knowledge' or a failure to list specific existing encumbrances, mortgages, or litigation that could cloud the title.
Why it matters. This clause dictates the remedies available to each party if the other fails to perform. It can create a significant imbalance in financial risk.
Watch for. A term allowing the seller to retain all paid amounts and also claim damages, while limiting the buyer's remedy to only a refund without interest or compensation for lost opportunity.
Why it matters. This sets the definite date by which the final transfer of ownership must occur. Delays can expose the buyer to price fluctuations and continued risk.
Watch for. An open-ended timeline or one that is extendable solely at the seller's discretion, without a corresponding obligation on the seller to compensate the buyer for the delay.
Why it matters. Possession of the original title documents is critical for the buyer to establish a clear chain of ownership and to secure financing.
Watch for. A clause that postpones the delivery of original documents until the final payment but does not specify which documents are included or the condition they must be in.
Why it matters. This clause clarifies who bears the cost of property tax, society charges, and other outgoings up to the date of the final sale deed.
Watch for. A blanket statement that all dues are 'to be borne by the buyer' without a clear cut-off date, which could make the buyer liable for the seller's past arrears.
Why it matters. This clause decides how and where any future disagreement will be resolved, impacting the cost and convenience of enforcing the contract.
Watch for. A clause that mandates arbitration in a location far from the property's situs, with the seller nominating the sole arbitrator, which can be procedurally unfair to the buyer.
What the review cannot check for this type: Stamp duty rates, registration fees and rent-control applicability are State law. The review checks central Acts only and flags those points generically — verify the rate and the registration requirement for the governing State yourself.
An Agreement to Sell records a promise to transfer property in the future and creates a right to claim performance. A Sale Deed is the actual instrument of transfer that conveys legal ownership upon its execution and registration.
Yes, an Agreement to Sell may grant a buyer a license to occupy or part-possession before the final sale. However, this carries risk, and the buyer should ensure the agreement is registered and contains strong default protections, as possession does not equate to ownership.
The advocate uploads the contract, and the tool detects the document type and parties. It then checks each clause against retrieved text of central Indian Acts, flagging points for an advocate to confirm in hedged language, and assesses which party each clause favours. The output is a summary with ranked findings, a balance assessment, and a full report listing every clause with the provision relied on, serving as a starting point for a human advocate's review.
Free trial · Assistive review, not legal advice — every finding is a starting point for an advocate.