N.Y. Real Property Law Section 294
Recording executory contracts and powers of attorney


1.

An executory contract for the sale, purchase or exchange of real property, or an instrument canceling such a contract, or an instrument containing a power to convey real property, as the agent or attorney for the owner of the property, acknowledged or proved, and certified, in the manner to entitle a conveyance to be recorded, may be recorded in the office of the recording officer of any county in which any of the real property to which it relates is situated, and such recording officer shall, upon the request of any party, on tender of the lawful fees therefor, record the same in his said office.

2.

In lieu of the recording of an executory contract, there may be recorded a memorandum thereof, executed by the parties, and acknowledged or proved, and certified, in the manner to entitle a conveyance to be recorded, containing at least the following information with respect to the contract: the names of the parties to the contract, the time fixed by the contract for the conveyance of title, and a description of the property. The executory contract shall be deemed duly recorded upon the recording of a memorandum in conformity with this subdivision. If the purchaser is entitled to possession of the property under the terms of the contract, the memorandum must so state. The provisions of article eleven of the tax law shall not be applicable to an executory contract for the sale, purchase or exchange of real property, or memorandum thereof, unless the contract provides that the purchaser is entitled to possession of the property.

3.

Every executory contract for the sale, purchase or exchange of real property not recorded as provided in this section shall be void as against any person who subsequently purchases or acquires by exchange or contracts to purchase or acquire by exchange, the same real property or any portion thereof, or acquires by assignment the rent to accrue therefrom as provided in Real Property Law § 294-A (Recording assignments of rent)section two hundred ninety-four-a of the real property law, in good faith and for a valuable consideration, from the same vendor or assignor, his distributees or devisees, and whose conveyance, contract or assignment is first duly recorded, and shall be void as against the lien upon the same real property or any portion thereof arising from payments made upon the execution of or pursuant to the terms of a contract with the same vendor, his distributees or devisees, if such contract is made in good faith and is first duly recorded.

4.

(a) Where an executory contract is duly recorded as provided in this section the right of the purchaser to performance of the contract is enforceable against a person who, subsequent to the recording and while the recording is effective as provided in this section, purchases or acquires by exchange the same real property or any part thereof, from the same vendor, his distributees or devisees.

(b)

If the recorded contract provides for payments made or to be made by the purchaser before conveyance of title, including payments made at the execution of the contract, or if the recorded memorandum states that the contract so provides, the lien of the purchaser arising from any such payments actually made is enforceable against any such person described in paragraph (a) to the extent of such payments, not exceeding the total amount specified in the recorded contract or memorandum, and is so enforceable without regard to any notice of the estate or interest of such person.

5.

The recording of the executory contract or memorandum shall be effective for the purposes of subdivision four up to and including the thirtieth day after the day fixed by the contract for the conveyance of title. An agreement extending the time for the conveyance of title, acknowledged or proved, and certified, in the manner to entitle a conveyance to be recorded, may be recorded, and the recording shall be effective up to and including the thirtieth day after the day fixed by such agreement for the conveyance of title.

6.

An executory contract or memorandum thereof shall not be deemed recorded as provided in this section if it is recorded more than one year previous to the date on which the vendor acquired title to the real property to which the contract relates. An executory contract recorded before the date when the vendor acquired title shall not be deemed recorded as provided in this section as against a person to whom the real property is conveyed or contracted to be sold or exchanged, by a conveyance or contract which is part of the transaction in which the vendor acquired title.

7.

An option to purchase or lease real property shall be deemed an executory contract within the meaning of this section, except that the recording of the option agreement shall be effective only up to and including the thirtieth day after the last day fixed by the agreement for the exercise of the option. If the option is exercised in accordance with the terms of the option agreement, the optionee may extend the effectiveness of the recording of the option agreement to and including the thirtieth day after the day fixed pursuant to the option agreement for the conveyance of title or the execution and delivery of the lease, as the case may be, by recording, within thirty days after the last day fixed by the option agreement for the exercise of the option, a written declaration executed by the optionor and the optionee, or by the optionee alone, and acknowledged or proved and certified in the manner to entitle a conveyance to be recorded, stating that the said option has been duly exercised and setting forth the day fixed pursuant to the option agreement for the conveyance of title or the execution and delivery of the lease, as the case may be. In the event that such declaration is executed by the optionee alone, it shall be verified by the optionee and shall also set forth the time and manner in which such option was exercised and, if the last day for the conveyance of title or the execution and delivery of the lease is not specified in the option agreement, the extension of the effectiveness of the recording of the option agreement shall in no event exceed ninety days from the date of the recording of such declaration.

8.

(a) After the recording of an executory contract or memorandum has ceased to be effective as provided in subdivision five, or the recording of an option to purchase or lease real property has ceased to be effective as provided in subdivision seven, such executory contract, memorandum or option shall be (1) void as against a subsequent purchaser in good faith and for a valuable consideration, who has no other notice of an estate or interest of the contract vendee or optionee in the premises to which such contract, memorandum or option refers, or of any claim thereof, and

(2)

ineffective to give notice to such subsequent purchaser of any estate or interest of the contract vendee or optionee in such premises, or of any claim thereof, or to create any duty of inquiry with respect thereto.

(b)

For the purposes of this subdivision, “purchaser” includes a person who purchases or acquires by exchange or contracts to purchase or acquire by exchange the same premises or any portion thereof or estate or interest therein, or acquires by assignment the rent to accrue from tenancies or subtenancies thereof in existence at the time of the assignment.

Source: Section 294 — Recording executory contracts and powers of attorney, https://www.­nysenate.­gov/legislation/laws/RPP/294 (updated Sep. 22, 2014; accessed Jul. 13, 2024).

290
Definitions
291
Recording of conveyances
291‑A
Recording conveyances of land in towns in Chautauqua county
291‑B
Recording conveyances of land in towns in Cattaraugus county
291‑C
Recording memoranda of leases
291‑CC
Recording modifications of leases
291‑D
Recording of master forms of mortgage covenants and clauses
291‑E
Exceptions, reservations and recitals referring to unrecorded conveyances and contracts for sale of real property
291‑F
Rights where recorded mortgage restricts landlord’s action in respect to leases
291‑G
Recording insurance information
291‑H
Recording of liens by the state
291‑I
Validity of electronic recording
291‑J
Recording of declarations by the New York state energy research and development authority
292
By whom conveyance must be acknowledged or proved
292‑A
Conveyances by certain corporations executed and acknowledged by attorneys in fact entitled to recordation
293
Recording of conveyances heretofore acknowledged or proved
294
Recording executory contracts and powers of attorney
294‑A
Recording assignments of rent
294‑B
Recording brokers affidavit of entitlement to commission for completed brokerage services
295
Recording of letters patent
296
Recording copies of instruments which are in secretary of state’s office
297
Certified copies may be recorded
297‑A
Recording of certified copies of bankruptcy papers
297‑B
Recording of certified copies of judgments affecting real property
298
Acknowledgments and proofs within the state
299
Acknowledgments and proofs without the state, but within the United States or any territory, possession, or dependency thereof
299‑A
Acknowledgment to conform to law of New York or of place where taken
300
Acknowledgments and proofs by persons in or with the armed forces of the United States
301
Acknowledgments and proofs in foreign countries
301‑A
Acknowledgment to conform to law of New York or of foreign country
302
Acknowledgments and proofs by married women
303
Requisites of acknowledgments
304
Proof by subscribing witness
305
Compelling witnesses to testify
306
Certificate of acknowledgment or proof
307
When certificate to state time and place
308
When certificate must be under seal
309
Acknowledgment by corporation and form of certificate
309‑A
Uniform forms of certificates of acknowledgment or proof within this state
309‑B
Uniform forms of certificates of acknowledgement or proof without this state
310
Authentication of acknowledgments and proofs made within the state
311
Authentication of acknowledgments and proofs made without the state
312
Contents of certificate of authentication
313
Notary public
313‑A
Deputies
314
Recording of conveyances acknowledged or proved without the state, when parties and certifying officer are dead
314‑A
Proof when witnesses are dead
315
Recording books
316
Indexes
316‑A
Indexing and reindexing conveyances, mortgages and other instruments
316‑B
Inactive hazardous waste disposal site registry index
317
Order of recording
318
Certificate to be recorded
319
Time of recording
320
Certain deeds deemed mortgages
321
Recording discharge of mortgage
321‑A
Recording discharge of rent assignment
324
Effect of recording assignment of mortgage
325
Recording of conveyances made by treasurer of Connecticut
326
Revocation to be recorded
327
Penalty for using long forms of covenants
328
Certain acts not affected
329
Actions to have certain instruments canceled of record
329‑A
Lapse of oil and gas interest within Allegany state park
330
Officers guilty of malfeasance liable for damages
331
Laws and decrees of foreign countries appointing agents and attorneys and recording of the same
332
The record of certain conveyances validated
332‑A
Validation of the record, execution and proof or acknowledgment of certain other instruments
332‑B
The record of certain other conveyances validated
333
When conveyances of real property not to be recorded
333‑A
Same
333‑B
Recording of maps or plot plans
333‑C
Lands in agricultural districts
334
Maps to be filed
334‑A
Filing of subdivision maps in Nassau county
335
Filing of maps and abandonment of subdivisions in Suffolk county
335‑A
Easements of necessity
335‑B
Recording of solar energy easements
336
Effect of recording demands or requirements of noncitizen property custodian

Accessed:
Jul. 13, 2024

Last modified:
Sep. 22, 2014

§ 294’s source at nysenate​.gov

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