Draft an offer to purchase that says what it binds you to.

1. 01

   Describe the document in one sentence

   Type what you need in plain language — "draft an offer to purchase real property" plus the facts you already have. No template to hunt, no blank Word file to start from.

2. 02

   Generate the first draft

   BatasDB matches the request to an offer to purchase real property and writes it against the 10 required elements on this page.

3. 03

   Fill the marked blanks

   Names, dates, amounts and other facts you did not supply come back as marked blanks, counted at the top of the draft. Rewrite freely in the editor.

4. 04

   Export to Word or PDF

   Export with the unfilled blanks highlighted. Editing, exporting and duplicating are free — only generating a new draft uses credits.

1. 01

   Parties, and the authority to sell

   The offeror’s full details, and the addressee named as the registered owner appears on the title — plus the authority the seller will have to show: the spouse’s written consent where the property is conjugal or community (Family Code arts. 96 and 124 — a disposition without it is void, not merely voidable), a board resolution and secretary’s certificate for a corporate seller, and written special authority where the seller signs through an agent (art. 1874 — a sale of land through an agent without written authority is void).

2. 02

   The property, exactly

   The TCT or CCT number and the Registry of Deeds that issued it, the registered owner as stated on that title, lot and block or unit and floor, area, and the tax declaration number. "The property" is not an object certain, and an offer whose object is uncertain cannot ripen into a sale on acceptance.

3. 03

   Price and payment structure

   The total price in words and figures, split into the equity the buyer pays from their own funds and the balance to be covered by the loan, with the schedule and manner of payment of each.

4. 04

   Financing as an express suspensive condition

   Not as background. Name the bank, the amount applied for, the period for approval, and what happens if the loan is denied or approved for less. Banks lend against their own appraisal, not the offered price, so the letter must say who absorbs a shortfall.

5. 05

   How the deposit is characterised

   The trap this document turns on. Option money is refundable and under art. 1479 binds the seller only if supported by a consideration distinct from the price; earnest money under art. 1482 is part of the price and proof of a perfected sale. Calling a deposit earnest money in an offer conditioned on a loan that may not be approved exposes it to forfeiture. Where you did not say which you meant, the draft flags it rather than choosing.

6. 06

   Due diligence conditions

   A certified true copy of the title showing it free of liens, adverse claims and lis pendens, updated tax clearance and tax declaration, and for a condominium a certificate of no outstanding association dues.

7. 07

   Who bears which cost

   Stated without blurring two different things. Who is liable is fixed by law — capital gains tax is the seller’s own tax under the NIRC, and an agreement that the buyer will shoulder it changes who bears the cost, never who the BIR can assess. How the cost is split is a matter of agreement and custom. The draft states the split being proposed and says it is negotiable.

8. 08

   Closing and turnover

   The Deed of Absolute Sale to be signed on release of the loan proceeds, delivery of the owner’s duplicate title, and the date possession is turned over.

9. 09

   Validity and acceptance

   How long the offer stays open and how it is accepted — noting that under art. 1324 an offer may be withdrawn before acceptance unless an option supported by separate consideration was paid, and that under art. 1319 a qualified acceptance is a counter-offer.

10. 10

    Binding, or not — said out loud

    An express statement of whether this is a binding offer capable of being perfected by acceptance, or a non-binding expression of interest. Both are used in practice, the seller’s signature means something different under each, and leaving it implicit is the defect.

• the complimentary close
• the sender’s signature block
• the seller’s conforme, placed after the sender’s signature

What is the difference between earnest money and option money?

Earnest money under Civil Code art. 1482 is part of the price and is proof of a perfected sale. Option money under art. 1479 binds the seller only when it is supported by a consideration distinct from the price, and is refundable in the ordinary case. Calling a deposit earnest money in an offer that is still conditioned on loan approval exposes it to forfeiture — which is why the draft flags the characterisation instead of assuming one.

Is an offer to purchase legally binding?

It depends on what the letter says, which is exactly why the draft is required to say it expressly. Under art. 1319 an absolute acceptance of a definite offer perfects the contract; a qualified acceptance is a counter-offer. And under art. 1403(2)(e) a sale of real property is unenforceable unless in writing and subscribed by the party charged.

Who pays the capital gains tax?

Liability is the seller’s under the NIRC — no clause in a letter moves who the BIR can assess. What the parties can agree is who bears the cost. The draft keeps that distinction explicit rather than presenting custom as law.

Next in the same matter

• Special Power of Attorney

  Civil Code art. 1878

• Demand Letter

  Civil Code arts. 1169 and 1170

• Legal Opinion

  Authorities depend on the question

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