AGREEMENT TO SELL WITH POSSESSION
- PARTIES AND TRANSACTION
This agreement is made on __________ between __________, of __________, and __________, of __________.
The property agreed to be sold is __________.
Seller capacity: __________. Possession when signed: __________.
- PRICE AND PAYMENT
The total sale consideration is __________. Earnest/token money is __________, leaving balance consideration of __________.
Payment mode: __________. Payment schedule: __________.
Tax withholding: Buyer will deduct and deposit tax where the applicable income-tax provision requires it.
- TITLE, DOCUMENTS AND DILIGENCE
Seller relies on the following title/allotment/conveyance record: __________.
Diligence position: __________. Objections should be raised by __________.
Encumbrance covenant: __________.
Dues: __________.
- POSSESSION BEFORE CONVEYANCE
Possession delivery date: __________. Character: __________.
Where a written contract is intended to support the protection of part performance under section 53A of the Transfer of Property Act, 1882, section 17(1A) of the Registration Act, 1908 requires registration; an unregistered post-2001 document has no effect for the purposes of section 53A.
Risk before conveyance: __________.
Alterations: __________.
Occupation charge: __________.
- OWNERSHIP REMAINS WITH SELLER UNTIL CONVEYANCE
Delivery of possession under this agreement does not itself transfer ownership. The buyer must not represent itself as registered owner, create third-party rights, mortgage the property or part with possession before conveyance except as expressly authorised.
- SELLER COVENANTS DURING INTERIM POSSESSION
The seller must not create a new mortgage, sale, lease or adverse third-party right after this agreement except a disclosed financing release arrangement necessary for completion.
- FAILURE OF COMPLETION AFTER POSSESSION
If completion fails, possession cannot be recovered by force. The parties must follow the contractual and lawful remedies applicable to refund, specific performance, restitution, use/occupation accounting and possession.
- COMPLETION AND CONVEYANCE
The parties will complete the sale and execute/register the required conveyance by __________, subject to the conditions stated in this agreement.
Section 54 of the Transfer of Property Act, 1882 treats a contract for sale as an agreement that a sale will take place on settled terms; the contract does not by itself create an interest in or charge on the property. The final transfer of ownership must occur through the legally required conveyance/registered instrument.
- DEFAULT AND REMEDIES
Buyer default: __________. Seller default: __________.
Any forfeiture or stipulated default amount must be read with section 74 of the Indian Contract Act, 1872: the aggrieved party may recover reasonable compensation not exceeding the amount named or penalty stipulated; the document should not describe a punitive sum as automatically recoverable merely because it is labelled earnest money.
Time treatment: __________.
- ASSIGNMENT, BROKERAGE AND NOTICES
Assignment: __________. Brokerage: __________. Notices: __________.
5A. INTERIM POSSESSION RECORD
Because possession precedes conveyance, the parties should prepare a contemporaneous possession memorandum recording keys, meter readings, visible condition, movable items and the exact area delivered. The memorandum is evidence of physical handover only; it should not be written as a substitute sale deed. Any item retained by the seller, common access arrangement, existing occupant or locked area should be listed so that the buyer cannot later claim that total vacant possession was delivered when the facts were narrower.
5B. USE BEFORE COMPLETION
The buyer may use the property only within the scope stated in this agreement and must not create a lease, licence, mortgage, charge, development right or agreement with a third party before conveyance. If the buyer permits family members, employees or contractors to enter, their presence is through the buyer and does not create independent rights. The buyer must comply with society, municipal and safety rules during interim occupation and bear charges allocated to the buyer from the possession date.
5C. TITLE RISK WHILE BUYER IS IN POSSESSION
The seller remains responsible for preserving the title promised for completion. Interim possession does not permit the seller to create a fresh adverse transfer, nor does it allow the buyer to assume that every title defect has been waived. If a lender charge is to be released from sale proceeds, the discharge mechanics, original-document movement and payment sequence should be recorded before registration so possession does not leave either side exposed to an unresolved mortgage.
5D. CASUALTY AND MATERIAL DAMAGE
If fire, structural failure, flooding or another material casualty occurs before conveyance, the parties should promptly record the event, insurance position and whether restoration is practical before the completion date. The buyer must not be forced to accept materially damaged property merely because possession was earlier delivered, and the seller must not automatically bear damage caused by the buyer or persons admitted by the buyer. Any adjustment, restoration or termination must be documented in writing.
5E. OUTGOINGS DURING INTERIM OCCUPATION
Property tax, society charges, utilities, user charges and repair expenses should be allocated by category and date rather than by a single vague statement that the buyer bears all expenses after possession. Ownership-linked dues that relate to the seller period should remain with the seller unless expressly reallocated. Consumption and routine occupation expenses after handover may be borne by the buyer. Arrears that pre-date the agreement must be disclosed and cleared or adjusted through the completion statement.
5F. NO CONVERSION INTO TENANCY
Where an occupation charge is selected, the parties intend it as an interim sale-completion accounting mechanism and not as rent creating a landlord-tenant relationship. The agreement should not use monthly rent language, security-deposit language or rent-act remedies for this interim possession. If the parties actually intend a tenancy pending sale, that tenancy must be documented separately and this agreement should state how the two relationships interact.
5G. COMPLETION DOCUMENT PACKAGE
At completion the seller should produce the original title chain in its possession, current identity/authority documents, tax and society/authority clearances reasonably required for registration, any mortgage release/NOC, and the execution documents needed for the conveyance. The buyer should produce cleared funds, tax-withholding evidence where required, lender documentation and registration particulars. A missing document should be treated according to the diligence/default clauses rather than waived merely because the buyer already has possession.
5H. RESTITUTION IF THE SALE DOES NOT COMPLETE
If the agreement is lawfully rescinded or terminated before conveyance, the parties should settle restoration of possession, return/refund of consideration, occupation charges, utilities, improvements and damage through a written settlement or lawful adjudication. The seller must not use force to recover the premises, and the buyer must not retain possession indefinitely merely because money is disputed. Improvements made without written consent should not automatically create a reimbursement claim.
5I. SPECIFIC PERFORMANCE AND READINESS
Nothing in this agreement predetermines whether a court will order specific performance. Each party should preserve evidence of readiness and willingness, notices, funds, title documents and attendance at the agreed completion stage. A party relying on the other side’s default should be able to show that its own material preconditions were performed or properly tendered. The presence of the buyer in possession does not eliminate the need to prove contractual entitlement to the final conveyance.
5J. RECORD OF CONSENTS
Any consent to pre-conveyance alterations, sub-occupation, lender inspection, society registration or utility change should be recorded separately and cross-referenced. Silence or access to the premises should not be treated as blanket consent. The purpose is to keep the interim possession controlled and reversible if completion fails while avoiding later arguments that ordinary occupation conduct modified the sale agreement.
PERSONAL DATA NOTICE
This notice is given under the Digital Personal Data Protection Act, 2023. Personal data in this document is collected only to document and perform the sale agreement under which possession is delivered before final conveyance, communicate about that purpose, verify expressly supplied transaction information, and retain an evidentiary record.
The record will be held by __________ and may be shown only to the buyer, seller, authorised broker/property consultant, advocate, lender, escrow agent, valuer, registration/revenue authority, promoter/association, tax professional or other person directly involved in the stated transaction and due-diligence process.
If the proposed transaction does not proceed, the personal data will be retained for 90 days from the final cancellation/withdrawal decision and then erased, except for records needed for a live dispute or a named statutory retention duty. If the transaction proceeds, the record will be retained for the transaction period plus 12 months and then erased unless a longer statutory period applies.
A person named in this document may withdraw consent for future consent-based processing, request correction or erasure when the stated purpose has ended, or raise a grievance by writing to __________. The record-holder should acknowledge and respond within 30 days.
Data minimisation: this document does not require full Aadhaar numbers, Aadhaar copies, passwords or bank credentials. Identity and tax documents should be collected only through the dedicated KYC/tax workflow where necessary.
Personal-data instruction: __________.
EXECUTION
Seller: __________
Buyer: __________
Witness 1: __________
Witness 2: __________
Record-holder: __________
Seller contact:
Buyer contact: