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Wholesale Real Estate Assignment Contract for Philippines

Wholesale Real Estate Assignment Contract Template for Philippines

A Wholesale Real Estate Assignment Contract under Philippine law is a legal document that facilitates the transfer of rights and obligations from an original property buyer (assignor) to a new buyer (assignee) in a real estate transaction. This agreement is governed by the Civil Code of the Philippines and the Real Estate Service Act of 2009 (RESA), among other relevant legislation. The contract details the terms of assignment, including the consideration paid, representations and warranties, and compliance requirements with Philippine real estate laws. It serves as a crucial instrument in wholesale real estate investing, allowing investors to transfer their rights to purchase property before the closing of the original transaction.

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What is a Wholesale Real Estate Assignment Contract?

The Wholesale Real Estate Assignment Contract is a specialized agreement used in the Philippine real estate market when an original contract buyer (assignor) wishes to transfer their rights and obligations under a property purchase agreement to a new buyer (assignee). This practice, known as wholesale real estate, is governed by Philippine civil and property laws, including the Civil Code of the Philippines and RESA. The document is particularly useful for real estate investors who identify profitable properties and then assign their purchase rights to other buyers for a fee. The contract must comply with local real estate regulations and typically includes detailed information about the original purchase agreement, the property, assignment terms, and all parties' rights and obligations. It's essential for ensuring legal protection and clarity in wholesale real estate transactions while maintaining compliance with Philippine property laws and regulations.

What sections should be included in a Wholesale Real Estate Assignment Contract?

1. Parties: Identifies the Assignor (original contract buyer), Assignee (new buyer), and Original Seller (for reference)

2. Background: Outlines the original purchase agreement details and the intention to assign the contract

3. Definitions: Defines key terms used throughout the agreement including Property, Original Purchase Agreement, Assignment Fee, etc.

4. Assignment: Core clause transferring all rights, title, and interest in the Original Purchase Agreement to the Assignee

5. Consideration: Details of the assignment fee and payment terms

6. Assignor's Representations and Warranties: Assignor's declarations regarding their right to assign, status of original contract, etc.

7. Assignee's Representations and Warranties: Assignee's declarations regarding capacity to perform, understanding of terms, etc.

8. Original Purchase Agreement Status: Confirmation of good standing and current status of original purchase agreement

9. Closing and Payment Terms: Details of how and when the assignment will be completed and paid for

10. Default and Remedies: Consequences of breach and available remedies

11. Governing Law: Specifies Philippine law as governing law and relevant jurisdiction

12. Execution: Signature blocks and execution requirements

What sections are optional to include in a Wholesale Real Estate Assignment Contract?

1. Original Seller's Consent: Required if the Original Purchase Agreement requires seller's consent for assignment

2. Due Diligence Period: Optional period for Assignee to conduct property investigations, included when requested by Assignee

3. Broker Provisions: Required if real estate brokers are involved in the assignment transaction

4. Confidentiality: Added when parties wish to keep the assignment terms confidential

5. Anti-Money Laundering Compliance: Required for high-value transactions subject to AMLA requirements

6. Tax Provisions: Detailed tax arrangements if complex tax implications exist

7. Force Majeure: Added when parties want specific provisions for unforeseen circumstances

8. Assignment of Deposits: Required if existing deposits need to be transferred or credited

What schedules should be included in a Wholesale Real Estate Assignment Contract?

1. Schedule A - Property Description: Detailed legal description of the property from the Original Purchase Agreement

2. Schedule B - Original Purchase Agreement: Copy of the complete Original Purchase Agreement being assigned

3. Schedule C - Payment Schedule: Detailed breakdown of assignment fees, deposits, and payment timelines

4. Schedule D - Due Diligence Documents: List of all property documents provided or to be provided to Assignee

5. Appendix 1 - Required Disclosures: Any mandatory disclosures required under Philippine real estate law

6. Appendix 2 - Consent Forms: Required consent forms from Original Seller or other parties if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions



































Clauses



































Relevant Industries

Real Estate

Property Development

Real Estate Investment

Construction

Property Management

Urban Development

Commercial Property

Residential Property

Relevant Teams

Legal

Real Estate

Compliance

Investment

Property Management

Business Development

Operations

Risk Management

Finance

Due Diligence

Relevant Roles

Real Estate Investor

Property Developer

Real Estate Broker

Real Estate Agent

Property Manager

Legal Counsel

Contract Administrator

Investment Manager

Real Estate Analyst

Compliance Officer

Due Diligence Specialist

Transaction Manager

Asset Manager

Investment Director

Real Estate Portfolio Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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