The Wholesale Real Estate Purchase Agreement is a specialized legal instrument used in the Philippine real estate market when an investor intends to purchase property rights with the explicit purpose of assigning or reselling to an end buyer. This document is essential for wholesale real estate transactions, incorporating provisions that comply with the Civil Code of the Philippines, Real Estate Service Act (RESA), and other relevant property laws. The agreement typically includes detailed sections covering property description, purchase price, assignment rights, due diligence periods, and closing conditions. It differs from standard purchase agreements by specifically addressing wholesale transaction elements, including assignment rights and wholesale buyer protections. The document must be notarized and comply with local registration requirements, making it particularly important for real estate investors, developers, and property professionals operating in the Philippines.
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1. Parties: Identification of the Seller and the Wholesale Buyer (Investor), including complete legal names, addresses, and contact information
2. Background: Context of the transaction, establishing that this is a wholesale real estate purchase with intent to assign or resell
3. Definitions: Key terms used throughout the agreement, including 'Assignment', 'End Buyer', 'Wholesale Fee', and other relevant terminology
4. Property Description: Detailed description of the real estate property, including address, boundaries, lot area, improvements, and title details
5. Purchase Price and Payment Terms: Agreed purchase price, payment schedule, earnest money requirements, and funding conditions
6. Assignment Rights: Explicit right of the Wholesale Buyer to assign the contract to an end buyer, including terms and conditions of assignment
7. Due Diligence Period: Timeframe and terms for property inspection, title review, and other investigations
8. Closing and Transfer of Title: Closing date, requirements, documentation, and procedures for transferring property ownership
9. Representations and Warranties: Statements and guarantees from both parties regarding property condition, ownership, and authority to sell
10. Default and Remedies: Consequences and available remedies in case either party fails to fulfill their obligations
11. Risk and Insurance: Allocation of risk and insurance requirements during the contract period
12. Notices: Methods and addresses for official communications between parties
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and designation of jurisdiction for disputes
14. Execution: Signature blocks and notarization requirements as per Philippine law
1. Broker Provisions: Include when real estate brokers are involved in the transaction, specifying commissions and responsibilities
2. Financing Contingency: Include when the wholesale buyer requires specific financing arrangements to complete the purchase
3. Property Management: Include when the property requires management during the assignment period
4. Environmental Matters: Include for properties with potential environmental concerns or requirements
5. Tenant Provisions: Include when the property is currently leased or occupied by tenants
6. Special Conditions: Include when there are unique circumstances or requirements specific to the property or transaction
7. Construction or Renovation Provisions: Include when property requires or is undergoing construction or renovation work
8. Foreign Ownership Provisions: Include when either party is a foreign national, addressing relevant Philippine foreign ownership restrictions
1. Schedule A - Property Details: Detailed technical description of the property, including lot plans, technical boundaries, and certificates of title
2. Schedule B - Payment Schedule: Detailed breakdown of payment terms, including earnest money, deposits, and final payment arrangements
3. Schedule C - Due Diligence Documents: List of required documents for due diligence and their delivery timeline
4. Schedule D - Permitted Encumbrances: List of accepted liens, encumbrances, or restrictions on the property
5. Schedule E - Property Inventory: Inventory of any fixtures, furnishings, or equipment included in the sale
6. Appendix 1 - Property Photos and Plans: Visual documentation of the property, including photos, floor plans, and site plans
7. Appendix 2 - Required Governmental Certificates: Copies of tax declarations, zoning certificates, and other required government documentation
8. Appendix 3 - Assignment Template: Template for the assignment agreement to be used with end buyers
Authors
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Property Development
Construction
Legal Services
Financial Services
Property Investment
Real Estate Investment
Property Management
Urban Development
Commercial Property
Relevant Teams
Legal
Real Estate
Investment
Business Development
Property Management
Acquisitions
Contract Administration
Risk Management
Compliance
Finance
Relevant Roles
Real Estate Investor
Property Developer
Real Estate Broker
Real Estate Agent
Property Manager
Legal Counsel
Investment Manager
Asset Manager
Real Estate Director
Investment Analyst
Business Development Manager
Acquisition Manager
Contract Administrator
Real Estate Portfolio Manager
Property Acquisition Specialist
Real Estate Investment Consultant
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