Who should prepare the final sale agreement?

The final sale agreement is a legally binding document that defines the terms, conditions, obligations, and rights of both the buyer and seller in a property transaction. Its drafting requires precision, legal validity, and risk mitigation, making the involvement of qualified professionals essential.

1. Real Estate or Property Lawyer

• A registered advocate or legal consultant specializing in property law is the most appropriate party to prepare the final sale agreement.
  
• The lawyer ensures the agreement is:
  
  • Legally enforceable under the Indian Contract Act and Transfer of Property Act
    
  • In compliance with state-specific registration laws
    
  • Free from ambiguity, fraud, or misrepresentation
    
• Lawyers conduct due diligence, incorporate protective clauses, and draft customized terms reflecting the nature of the deal.
  

2. Buyer’s Legal Advisor (in Buyer-Initiated Drafts)

• In many transactions, particularly when the buyer is an investor, corporate entity, or institution, the buyer’s lawyer prepares the draft.
  
• The buyer ensures:
  
  • Title clauses are clear
    
  • Payment milestones and penalty clauses are enforceable
    
  • Necessary representations from the seller are legally captured
    

3. Seller’s Legal Counsel (in Seller-Initiated Sales)

• In brokered or seller-driven deals, the seller may propose the initial agreement draft via their legal team.
  
• It includes:
  
  • Declaration of title
    
  • Details of possession and transfer timelines
    
  • Seller’s indemnity obligations
    

4. Jointly Drafted and Reviewed Agreement

• In well-structured deals, the agreement is jointly prepared or reviewed by legal representatives of both parties.
  
• This collaborative approach:
  
  • Minimizes disputes
    
  • Balances interests
    
  • Avoids one-sided clauses
    
• It is ideal for transactions involving high-value commercial land or complex rights (like leases, easements, or development rights).
  

5. Role of the Real Estate Consultant or Broker

• While real estate brokers may help draft preliminary documents (e.g., LOIs or MoUs), they are not legally authorized to prepare final registered sale agreements.
  
• They may facilitate:
  
  • Coordination between parties and legal teams
    
  • Drafting of non-binding commercial terms
    
  • Document exchange and clause explanation
    

6. Use of Government Templates (in Institutional or Government Sales)

• In government or housing board land sales, the final sale agreement may follow a standardized format issued by the authority.
  
• Even in such cases, buyers are advised to have the draft reviewed by a property lawyer before execution.
  

7. Stamp Duty and Registration Team’s Role

• Once the agreement is finalized, a document writer or registration agent may format it for stamping and registration.
  
• However, they should not be responsible for legal drafting, especially in complex or high-value transactions.