To file a memorandum of contract, you draft a short document that identifies the buyer, seller, property, and contract date, sign and notarize it with the seller, then record it with the county recorder’s office in the county where the property sits and pay the recording fee. Knowing how to file a memorandum of contract matters because the document itself is simple, but a filing that isn’t backed by a real contract, or one that never gets released after the deal closes, can create serious liability.
What the Filing Actually Does
A recorded memorandum puts the world on notice that a buyer holds an interest in the property under a purchase agreement. The law calls this “constructive notice”: every future buyer, lender, or title company is presumed to know about your interest, whether or not they ever read the document.1Legal Information Institute. Constructive Notice
In practical terms, the recording places a cloud on the title. Title insurance companies will not issue a clear policy on a property with an unresolved cloud, which freezes the seller’s ability to close a competing sale or refinance until your memorandum is honored or released. The full contract stays private; only the fact of it becomes public.
When Filing Is Worth It
Most home purchases close in 30 to 45 days, and in that window the risk of a seller quietly selling to someone else is low. A memorandum adds friction without much benefit. It earns its keep in narrower situations:
- Long closing timelines. A contract that gives you six months or a year to close leaves the seller more room and more temptation to entertain other offers.
- Installment land contracts. If you’re buying through a contract for deed and will be making payments for years before receiving title, the memorandum protects you across that entire period.
- Concerns about the seller. If you have reason to think the seller might shop the property during your due diligence, recording removes that option.
- Significant pre-closing spending. Inspections, surveys, and environmental assessments cost real money, and the memorandum helps make sure that investment isn’t lost to a seller who walks away.
Read the purchase contract before you file. Some agreements expressly prohibit recording a memorandum, and doing it anyway can breach the contract.
What to Put in the Document
A memorandum of contract is deliberately short. It proves the contract exists and identifies the property without reproducing the terms. Purchase price, financing, and contingencies stay out. The document generally needs to contain:
- Full legal names and addresses of every buyer and seller.
- The date of the original contract, so anyone reviewing the records can link the memorandum to the underlying agreement.
- The legal description of the property as it appears on the current deed. A street address alone is not enough. You need the metes-and-bounds description, lot-and-block reference, or whatever formal identification the county uses.
- The closing date or contract expiration date, so the memorandum signals when the buyer’s interest is expected to end.
- Signatures from buyer and seller, with a notary’s acknowledgment.
Most rejections happen at the legal description. Copy it verbatim from the existing deed. A transposed digit in a lot reference can cause the recorder to reject the filing or, worse, record it against the wrong parcel. If you don’t have the deed, the county recorder’s office or the title company handling your transaction can usually provide a copy.
Where to Record It and What It Costs
Once the memorandum is drafted, signed, and notarized, file it with the recording office in the county where the property sits. Depending on the state, that office may be called the County Recorder, Register of Deeds, or County Clerk. Filing in the wrong county makes the notice ineffective, because title searches are county-specific.
Most offices accept documents in person, by mail, or through electronic filing portals. E-recording is often the fastest option, though some counties still require original wet-ink documents for certain filings. Check the county recorder’s website or call to confirm accepted formats before you send anything.
You’ll pay a recording fee at submission. Structures vary: some counties charge a flat fee per document, others charge per page. First-page fees commonly fall in the $10 to $50 range, with additional pages adding a few dollars each. Some jurisdictions add surcharges for document preservation, technology funds, or other local line items. Budget somewhere between $25 and $75 for a standard one-to-two-page memorandum, and check the county’s published fee schedule for the exact figure.
After processing, the clerk stamps the document with a recording date and a unique instrument or document number. That stamp is your proof of recording. Keep the stamped copy; you’ll need the document number if you ever need to reference or release the memorandum.
Build in an Expiration Date
A recorded memorandum does not disappear on its own when the contract closes, expires, or falls apart. In most jurisdictions it stays in the public record indefinitely until someone files a release. That is where a lot of filers create problems for themselves and the other side.
Including a clear expiration date in the memorandum itself is one of the smartest drafting moves you can make. Anyone searching the title can see that the claimed interest has lapsed. Some jurisdictions treat an expired memorandum as no longer creating a cloud, even without a formal release. Without a date, removing the memorandum later requires either cooperation from the other party or a court order.
At minimum, tie the expiration to the contract’s closing deadline plus a reasonable buffer. If the contract calls for closing by December 31, an expiration of March 31 the following year gives enough cushion without leaving an indefinite cloud.
Releasing the Memorandum After Closing or Termination
When the sale closes, the memorandum has done its job and needs to come off the record. The same goes if the contract is terminated, the buyer walks, or the deal collapses. You clear it by recording a separate document, usually titled “Release of Memorandum of Contract” or “Termination of Memorandum.”
The release states that the original contract is no longer in effect and that the buyer gives up any claimed interest in the property. Like the original, the release must be signed and notarized, then filed with the same county recorder’s office. Once it’s recorded, the cloud lifts.
Do not delay this step. A seller who can’t get a clean title because the buyer never filed a release has a legitimate grievance. In many states, a party who unreasonably refuses or delays filing a release after the contract terminates can be held liable for the resulting damages, including lost sale proceeds, carrying costs, and attorney fees spent clearing the title. If the other party refuses to cooperate, the property owner’s remedy is a quiet title action, a lawsuit asking a court to declare the invalid claim void. Those suits are neither fast nor cheap, which is another reason to write an expiration date into the original memorandum.
Filing Without a Valid Contract Is Risky
Recording a memorandum is a powerful step, and it can backfire badly without a legitimate, enforceable contract behind it. A memorandum filed against a property where no valid purchase agreement exists, or where the agreement has already been terminated, can give rise to a slander of title claim.
Slander of title happens when someone records a document that falsely casts doubt on another person’s ownership and the owner suffers financial harm as a result. If a seller can show that your baseless filing prevented them from closing a sale with another buyer, you could be liable for their losses. Courts have awarded punitive damages in cases involving deliberate bad faith.
Filing when you do hold a valid, enforceable contract is exactly what the mechanism is for. The line between proper use and abuse comes down to whether a real contract supports the filing. If your contract has been cancelled, you missed a deadline that caused it to expire, or you never had a signed agreement in the first place, do not record a memorandum. If you’ve already recorded one and the deal falls through, file the release promptly.
Memorandum of Contract Is Not a Lis Pendens
Buyers sometimes confuse a memorandum of contract with a lis pendens because both cloud a title. They do different jobs. A memorandum of contract records the existence of a purchase agreement. A lis pendens records the existence of an active lawsuit involving the property, such as a foreclosure, boundary dispute, or divorce proceeding. File a memorandum when you have a deal and want to protect it. File a lis pendens when you’ve already taken a dispute to court. Using the wrong instrument creates its own legal problems.