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A land purchase agreement is a contract to buy and sell land. It sets the price, the deposit, the parcel's description, the contingencies and the closing date. Buyers and sellers of vacant land sign it once they agree on terms.
This guide explains each clause of the agreement, how to write one step by step, the state writing rules our sources hold, and how to fill out every blank of the form. It is one of our purchase agreement types.
Key facts
A land purchase agreement is a written contract in which a seller agrees to sell a parcel of land and a buyer agrees to pay for it on stated terms. The agreement works like a real estate purchase agreement, but its clauses are written for a parcel without a home on it.
The agreement fixes what each side can expect from the other between signing and closing. Before signing, it gives both sides one place to see the price, the deposit, the closing date and the condition of the land. After signing, it is the record they come back to if a question comes up about what was agreed.
The agreement itself does not pass ownership. At closing the seller signs a deed, such as a warranty deed, a grant deed, a bargain and sale deed or a quitclaim deed, and the deed carries the title to the buyer. The agreement decides which deed the seller delivers.
A land purchase agreement usually records:
A contract for the sale of land falls under the statute of frauds, the rule that some contracts count only when they are written and signed, in each of the two states below. The table gives each state's rule, its condition and its section.
| State | Writing rule for a contract to sell land | Section |
|---|---|---|
| Alabama | A contract for the sale of land, or of any interest in it, is void unless the contract or a note or memorandum of it expressing the consideration is in writing and signed by the party to be charged. The rule does not apply when the buyer has paid all or part of the price and the seller has put the buyer in possession of the land, and leases for a term not longer than one year are excluded. | Ala. Code § 8-9-2 |
| Massachusetts | An action upon a contract for the sale of land, or of any interest in or concerning it, stands only when the contract or a memorandum or note of it is in writing and signed by the party to be charged or by a person that party lawfully authorized. | Mass. Gen. Laws ch. 259, § 1 |
The phrase "party to be charged" means the person the other side wants to hold to the deal. A contract signed by both the buyer and the seller has a signature from whichever party is later held to it.
Other states are not listed here because our sources do not hold their sections. Read your own state's statute of frauds before relying on a deal that is not written down.
A land purchase agreement fits a sale of vacant, rural or undeveloped land once the buyer and the seller have finished negotiating the price and the main terms. The agreement turns that deal into written terms both sides sign.
Typical situations include:
A different document suits a few related deals. A sale of a house or another building calls for a real estate purchase agreement, which covers the building, its inspection and repairs. A deal where the buyer pays the seller in installments over years is usually written as a land contract. A short-term right to use land without buying it is a lease, not a sale.
A land purchase agreement includes the parties, the parcel, the price and deposit, the contingencies and the closing terms. Each part covers one piece of the deal, from the names of the parties to the signatures at the end.
The opening paragraph names the buyer and the seller and gives each one's mailing address. When a party is a company, the agreement uses the company's full legal name and the person signing for it gives a title.
The legal description identifies the exact parcel being sold, usually by lot and plat, by survey, or by metes and bounds copied from the seller's deed. The agreement states the size of the land in net acres and attaches the full description as an exhibit. A street address alone can point to more than one parcel or to the wrong boundary line.
The escrow agent is the neutral person or company that holds the deposit and the closing papers until both sides have done what the agreement asks. The agreement names the agent and gives the agent's full address.
The price clause states the total amount the buyer pays, in words and in figures. Earnest money is the deposit the buyer puts down to show a serious offer; it is held by the escrow agent or the seller.
If the purchase is completed, this amount is credited to the purchase price. Under this form, the deposit becomes non-refundable after the feasibility expiration date or the closing date, as the agreement sets; whether it is refunded on a default depends on the agreement's remedies clause. The parties have the option to not deposit any earnest money at all.
Seller carry-back financing means the seller lends the buyer part of the price instead of receiving it all at closing. The buyer signs a promissory note for the amount carried back and repays the seller on the note's terms. When no seller financing is part of the deal, the agreement says so.
The feasibility period gives the buyer and the buyer's consultants time to study the land before the deposit is at risk: soil and environmental studies, access, utilities and title. The agreement sets a feasibility expiration date. If the buyer is not satisfied by that date, the agreement says how the buyer can end the deal.
A zoning contingency makes the sale depend on the buyer getting the zoning and land use approvals the planned project needs. The agreement sets a zoning deadline, which can be the same date as the feasibility expiration date or a later one.
The closing date is the day the buyer pays the balance and the seller delivers the deed and possession of the land. The agreement also says how the parties split closing costs, such as recording fees and the escrow fee.
Representations and warranties are statements the seller makes about the land and about itself, such as its authority to sell. The agreement can also set liquidated damages, the governing law and the remedies each side has if the other breaks the agreement. Exhibits attached to the agreement form part of it.
The signature block closes the agreement with the buyer's and the seller's signatures, and for a company, the name and title of the person signing. Each party keeps a signed copy with the exhibits.
A land purchase agreement is written after the parties agree on the price and before the buyer starts due diligence, so the studies happen under signed terms. These steps follow the order of a typical sale.
Due diligence is the buyer's check of the land and the seller's title before the deal becomes final. A title search through the public land records shows who holds title and any claims on the parcel. The buyer also checks zoning and land use rules with the city or county, the cost of bringing in utilities, and the property tax on the parcel.
If the only way to the parcel crosses a neighbor's land, an access easement belongs in the due diligence list. A real estate broker or a lawyer can help with these checks.
The FormsPal land purchase agreement follows the order of the form, from the opening paragraph to Exhibit B. Each step names the part of the form it covers and tells you what to enter there.
The screenshots under each step show the FormsPal Land Purchase Agreement template filled with sample entries in blue, so you can see where each answer goes. The names, addresses, dates and amounts are examples only.
Buyer and Seller in the opening paragraph. In the opening paragraph on page 1, enter the name and mailing address of the buyer in the blanks before “Buyer”. Then enter the name and mailing address of the seller in the blanks before “Seller”.
Escrow agent, feasibility expiration date and net acres. In Section 1 on page 1, enter the escrow agent’s name and address in 1(e). Enter the feasibility expiration date in 1(f) if one applies. Enter the size of the land, in acres, in 1(h). The legal description of the property can be mentioned in Exhibit A attached to the document.
Purchase price. In Section 3 on page 2, write the agreed purchase price in words and in figures in the blank spaces at the start of the section.
Earnest money deposit. If the buyer pays a deposit, tick the box on the left of the first paragraph of Section 3(a). Enter the deposit amount in the blank space of that paragraph. The same paragraph sets when the buyer pays the deposit after both sides sign.
No earnest money deposit. If there is no deposit, tick the box on the left of the second paragraph of Section 3(a) and leave the deposit blanks empty.
Seller carry-back financing. Section 3(c) has two options. If the seller will carry back part of the price, tick the first box and enter the amount covered by the promissory note. If not, tick the second box.
Buyer’s contingencies. On page 3, Section 4 has two options. Tick the box on the left of the first paragraph if the agreement has no buyer contingencies. Tick the box on the left of the second paragraph if it includes them.
Zoning contingency deadline. The zoning deadline is the date by which the buyer expects to hold the zoning and land use permits the project needs. On page 4, enter the zoning deadline in the blank space under the second paragraph of Section 4(c) and tick the box on the left. If the zoning date is the same as the feasibility expiration date, tick the box on the left of the first paragraph instead.
Seller’s representations and warranties. Section 9 on page 7 has two options. Tick the box on the left of the first paragraph if the seller makes no representations and warranties. Tick the box on the left of the second paragraph if the seller’s representations and warranties in Exhibit B apply.
Seller’s contact information. Section 10 on page 7 sets out where each side can be reached. Start with the block under “If to Seller”. Enter the person who receives notices in front of “Attn”, the telephone number in front of “Telephone No.”, the fax number in front of “Fax No.” and the email address in front of “Email”.
Buyer’s contact information. Repeat the same four entries in the block under “If to Buyer”: Attn, Telephone No., Fax No. and Email, using the buyer’s information.
Broker. Enter the name of the broker to whom the seller will pay commission under a separate agreement in the blank under Section 20 of the agreement.
Signatures for the buyer and the seller. Sign once all the other details are final. The buyer signs in the blank under “Buyer” and the seller signs in the blank under “Seller”. Under each name, also fill in the By, Name and Its lines on page 11. Keep a signed copy for each party.
Exhibit B: seller’s organization and state. If you ticked the second option in Section 9, complete Exhibit B on page 13. In paragraph (a), enter the seller’s type of organization, such as a corporation or an LLC, then its state. The seller can strike out any of the warranties or representations that do not apply to the deal.
A land purchase agreement records one of three ways to pay: a bank or other lender, seller financing, or cash. Each one changes who provides the money and how the buyer repays it.
A lender reviews the buyer's credit, finances and building plans before it lends on land. Lenders treat raw land as a riskier loan than a home, so the buyer should expect a larger down payment. The agreement's financing contingency, if the parties add one, lets the buyer end the deal when the loan falls through.
Seller financing, also called owner financing, helps a buyer whom other lenders turn down. A seller who is not a lender often asks for a higher interest rate, a larger down payment and a shorter repayment term than a bank. The agreement's carry-back clause and the promissory note hold those terms.
A cash purchase needs no lender and no financing contingency, so the deal can close as soon as due diligence is done. The buyer still pays the deposit into escrow and the balance at closing, not straight to the seller before the deed is signed.
Vacant land offers a lower price and freedom to build, against no immediate return and the cost of zoning and utilities. The buyer weighs both sides before signing the agreement.
A land purchase agreement ends at closing, when the buyer pays and the seller delivers the deed; a land contract and a real estate purchase agreement work differently. The table sets the three side by side.
| Document | What it covers | When title passes |
|---|---|---|
| Land purchase agreement | Acreage, legal description, zoning, surveys and feasibility checks | At closing, by deed |
| Land contract | A sale paid to the seller in installments over time | Usually after the last payment |
| Real estate purchase agreement | A home or another building, its inspection and repairs | At closing, by deed |
All three name the parties, the price, the deposit or down payment, and the signatures. A land contract keeps the seller as the holder of title while the buyer pays, which is why it carries more risk for the buyer than a sale that closes at once.
Most mistakes on a land purchase agreement come from small gaps, such as a blank left open or two boxes ticked in the same pair. A quick review before anyone signs catches almost all of them. Use the list below as a final check once the form is filled out.
Read the finished land purchase agreement once from start to end, and compare it with the screenshots above if anything looks unclear.
A land agreement follows a set order: the parties, the parcel, the price and deposit, financing, contingencies, closing, the seller's warranties, notices, signatures and exhibits. The exhibits hold the legal description and any warranty details.
Yes, a buyer can pay cash, and the agreement then has no financing contingency or seller carry-back. The buyer still pays through escrow and receives the deed at closing.
The main downside of a land contract is that the seller keeps title until the buyer finishes paying. A buyer who misses payments can lose the land and what was paid, so the terms deserve a close read before signing.
No, a land lease gives the right to use land for a term while the owner keeps it; a land purchase agreement sells it. A lease with an option to buy combines the two.
Have this information ready before you start:
Enter the size of the land in acres in Section 1(h) on page 1. The full description of the land goes on Exhibit A, a separate page near the back of the form, so keep any survey or deed at hand.
Exhibit B on page 13 applies when you tick the second option in Section 9, which covers the seller’s representations and warranties. In paragraph (a), enter the seller’s type of organization and state. If you ticked the first option in Section 9, leave Exhibit B blank.
General information, not legal or tax advice.
