Promise-to-Sell Agreements for Real Estate in Turkey: Notarial Form, Land Registry Annotation and Title Registration Claims

Not everything is ready for the title transfer: the plot is still in a zoning process, the loan has not been approved, or the parties have agreed the price but need time before the registry step. What binds them in the meantime is usually a promise-to-sell agreement (taşınmaz satış vaadi sözleşmesi). But a promise to sell is not a transfer of ownership: it creates a personal right, and if it is not made correctly or annotated at the land registry, the seller may sell the property to someone else and leave the buyer empty-handed.

This guide covers the form requirement, the conditions for validity, why annotation at the land registry is critical, the title cancellation and registration action where the seller fails to perform, and the good-faith debate where the property is passed to a third party.

1. What Is a Promise-to-Sell Agreement?

A real estate promise-to-sell agreement is a preliminary contract in which the parties undertake to transfer ownership later (the seller) and to pay the price and take the property (the buyer). Its source is Article 29 of the Code of Obligations (preliminary contracts). It binds both parties but does not itself transfer ownership; ownership is acquired by registration in the land registry (Civil Code Art. 705).

If the seller does not perform, the buyer (the promisee) may bring a title cancellation and registration action under Civil Code Art. 716 and ask the court to enforce the obligation.

2. The Form Requirement: A Notary Must Draw It Up

The validity of a promise-to-sell agreement depends on an official form. Under Code of Obligations Art. 237 and Notary Law Art. 89 it must be drawn up by a notary. A privately written "promise to sell", even if signed, is as a rule not a valid promise to sell; a registration action may then be unavailable, and money paid is recovered under the rules on unjust enrichment.

• The property must be identifiable (province, district, block and parcel, unit).
• The price and payment schedule must be stated clearly.
• The transfer date, or the condition on which transfer will take place (for example issue of the occupancy permit or loan approval), must be stated.
• A penalty clause for delay, termination conditions, and the provisions on delivery and powers of attorney should be set out expressly.

3. Annotation at the Land Registry: Why It Is Vital

Under Civil Code Art. 1009, rights arising from promise-to-sell agreements can be annotated in the land register. Once annotated, they can be asserted against those who later acquire rights in the property. If there is no annotation, the promise is effective only against the seller (a personal right); if the seller transfers the property to a third party who acquires it relying on the land register, the buyer may no longer be able to demand the property.

The annotation is requested by submitting the notarised agreement to the land registry. Applying for the annotation as soon as the promise is signed is therefore the buyer's most important protection. Likewise, before signing the register should be checked for other encumbrances such as mortgages, attachments and injunctions.

4. If the Seller Does Not Perform: The Title Cancellation and Registration Action

If the seller does not transfer title despite the promise, the buyer brings a title cancellation and registration action under Civil Code Art. 716. In general the court looks for:

• A valid (notarised) promise-to-sell agreement,
• The buyer having performed, or being ready to perform (having paid the price or shown ability to pay),
• The seller avoiding the transfer while transfer remains possible.

The action is brought before the court of the place where the property is located. If the seller has died, it is brought against the heirs and all heirs must be joined. In land-register cases, an interim measure is vital: an interim injunction should be requested on filing to prevent transfer, and the injunction annotated at the registry.

If the seller is in default, the buyer also has the elective rights of rescission and of claiming damages for non-performance.

5. Where the Property Is Sold to a Third Party: The Good-Faith Debate

Where the promise was not annotated, or the seller transferred the property while the case was pending, the dispute turns on the third party's good faith. The land register is public (Civil Code Art. 1020), so no one can claim not to know an entry in it. A third party who acquires relying on the register (Art. 1023) is treated as acting in good faith; but annotations visible in the register bear on any claim of good faith.

On 21.11.2024 the 7th Civil Chamber of the Court of Cassation, in a title cancellation and registration case based on a promise to sell, noted that for some parcels an injunction annotation was still written in the annotations section of the land register and had been visible since the first sale, held that the third parties' good faith had to be determined in light of that annotation, and quashed the dismissal in the buyer's favour (see the precedent box below).

6. Practical Tips: For Buyers

• Have the agreement made by a notary: do not rely on a private document.
• Have it annotated: apply for the annotation promptly after signing.
• Check encumbrances: mortgages, attachments, usufructs or easements should be checked before signing.
• Pay by bank transfer with a description: the receipt should refer to the property and the date of the agreement.
• Seek an injunction when suing: filing without an injunction annotated at the registry does not give adequate protection.

7. Practical Tips: For Sellers

• Write the obligations clearly: the payment plan and the seller's duty to transfer should be linked reciprocally.
• Set a proportionate penalty clause: an excessive penalty may be reduced by the court.
• Provide expressly for withdrawal or rescission; otherwise unilateral withdrawal has consequences.
• Do not sell the property twice: transferring an annotated property to a third party can give rise to civil and even criminal liability.

Frequently Asked Questions

For legal advice on promise-to-sell agreements, title cancellation and registration, and developer and construction disputes, see our Real Estate Law page, or request an appointment through our Contact page.