2023 New York Laws › RPP - Real Property › Article 9 - Recording Instruments Affecting Real Property › 294 - Recording Executory Contracts and Powers of Attorney.

§  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 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.