Enforcing Delivery of Property Title After Full Payment in the Philippines

Buying real property in the Philippines culminates with title delivery—getting the owner’s duplicate Transfer Certificate of Title (TCT) for land/house-and-lot or Condominium Certificate of Title (CCT) for a condo, duly transferred to the buyer’s name and cleared of improper liens. When you’ve fully paid but the seller or developer has not delivered the title, the law gives you concrete contractual, administrative, and judicial remedies.

Below is a practical, end-to-end, Philippines-specific guide.

1) Legal foundation: what you’re entitled to

Sale creates the seller’s obligation to transfer ownership and deliver the thing sold
- In a sale of immovables, the seller must:
  - Execute the deed(s) necessary to transfer ownership;
  - Deliver the property and its documents, including the owner’s duplicate title; and
  - Transfer ownership free from undisclosed liens and encumbrances, subject only to those agreed.
Delivery includes documents
- “Delivery” isn’t just giving you the keys. For titled property, delivery is perfected by executing/turning over (a) the notarized deed of absolute sale (DOAS) or deed of conveyance, and (b) the title transferred in your name (TCT/CCT) once registration is completed.
Specific performance or rescission
- If the seller/developer does not deliver after full payment, you may demand specific performance (compel delivery and title transfer) with damages, or rescission (cancel the sale) with damages—whichever better protects you.
Installment buyers
- For buyers under installment plans, protective statutes (e.g., the “Maceda Law” for real estate sold on installment) regulate cancellation and refunds. Upon full payment, you are entitled to conveyance of title and release of any developer’s or financing mortgage relating to your unit.
Subdivision/condominium projects
- Projects regulated by housing authorities require developers to deliver titles and common-area rights according to approved plans and sales representations. Administrative complaints and sanctions are available where developers fail their obligations.

2) What “delivery of title” actually means (outcome checklist)

A transaction is truly complete once you have ALL of the following in place:

Deed of Absolute Sale (or deed of conveyance/assignment) notarized.
BIR Certificate Authorizing Registration (CAR) issued; taxes paid.
Transfer taxes and registration fees settled.
New TCT/CCT issued in your name by the Registry of Deeds; owner’s duplicate released to you.
Title annotations reviewed; only agreed liens remain (e.g., your bank’s mortgage). Undesired annotations (developer’s mortgage, attachments unrelated to you) are cancelled.
Tax Declaration transferred to your name (Assessor’s Office).
Real property taxes updated/paid; official receipts on file.
Clearances relevant to the property (e.g., developer’s clearance for condos, homeowners’/condo dues clearances).

3) Who pays what: taxes and fees (typical allocations)

Actual allocation can be negotiated, but market practice is often:

Capital Gains Tax (or Creditable Withholding Tax) – usually the seller.
Documentary Stamp Tax (DST) – often the buyer.
Local Transfer Tax – typically the buyer.
Registration Fees – typically the buyer.
Unpaid real property taxes up to transfer – usually seller’s responsibility.
Association/condo dues arrears – seller must settle before turnover.

Even if the contract allocates costs differently, failure to pay the seller-side taxes (e.g., CGT) that prevents issuance of CAR and transfer is a seller breach you can enforce.

4) Standard timeline (reference)

These timelines vary by locality, but a smooth transfer often runs:

Full payment → seller executes DOAS (1–2 weeks).
BIR processing for CAR after tax payments (3–8+ weeks, depending on RDO and completeness).
Transfer tax (LGU Treasurer) (1–3 days).
Registration with Registry of Deeds (1–4+ weeks).
Assessor for tax declaration transfer (1–2 weeks).

Delays beyond a reasonable time—especially where your cooperation is complete—can evidence breach.

5) Diagnosing the holdup: a quick triage

Before escalating, identify the bottleneck:

No notarized DOAS: seller has not executed the deed; demand execution.
BIR CAR not issued: missing/uncleared taxes (often seller’s CGT) or documentary defects.
Title encumbered by developer’s or third-party mortgage: seller must secure release of mortgage and cancellation of annotation.
Pending adverse claims/court orders: seller must clear or you may seek judicial relief.
Registry of Deeds backlog: confirm filing; get claim stub and follow up.
Internal developer processing delay: use administrative remedies in addition to contractual ones.

6) Step-by-step enforcement strategy

A) Prepare your file

Contract of Sale / Reservation Agreement / CTS (if installment).
Proof of full payment (ORs, bank statements).
Correspondence showing follow-ups and seller promises.
Buyer’s IDs, TIN, and other KYC docs used in the transaction.
Proof of your compliance with any buyer-side obligations (DST, transfer taxes if borne by you, signatures).

B) Formal demand (with a firm deadline)

Send a demand letter requiring, within a definite period (e.g., 10 or 15 calendar days):

Execution (or re-execution) of the notarized DOAS (if missing/defective).
Settlement of seller-side taxes enabling CAR issuance.
Release of seller’s/developer’s mortgage and cancellation of lien annotations.
Completion of registration and delivery of the owner’s duplicate TCT/CCT in your name.
Damages for delay (if provided in the contract), otherwise reserve rights.

Tip: Send by registered mail and email, and (if a developer) to its Head Office and project office. Keep proofs of receipt.

C) Protective annotations (if risk of re-sale or dissipation)

Adverse Claim: annotate your claim on the title to warn third parties.
Notice of Lis Pendens: annotate when you file a court case to bind third parties to the outcome. These tools are powerful against double sales and protect you while litigation proceeds.

D) Administrative remedies (particularly for projects)

Residential projects (subdivision/condo): file a verified complaint with housing authorities for violation of sales representations, non-delivery of titles, or failure to cancel developer mortgages upon full payment. Administrative orders can compel compliance and impose fines/penalties, often faster than courts.

E) Judicial action

File a civil action in the Regional Trial Court for:

Specific performance with damages: compel execution of deed, payment of seller-side taxes, processing and delivery of title, cancellation of improper liens, plus delay damages and attorney’s fees.
Rescission with damages (if you prefer to unwind): cancel the sale for substantial breach and recover the price, consequential damages, and lawful interest.
Provisional remedies:
- Preliminary mandatory injunction to compel execution of deed or release of documents in clear cases.
- Preliminary attachment if there’s fraud or risk of asset flight (subject to grounds).
- Lis pendens annotation to protect your claim.

F) Criminal angle (exceptional)

If the seller/developer obtained payments through fraudulent misrepresentations and never intended to deliver title (e.g., multiple conflicting sales, fake title), estafa or special-law violations may be considered alongside civil/administrative action. Use sparingly and based on counsel’s assessment.

7) Evidence and proof points that win cases

Written contract terms on delivery timelines, taxes, clear title, and mortgage release.
Proof of full payment and buyer compliance with documentary requirements.
Seller admissions in emails/messages promising delivery dates.
Government receipts showing tax payments (who paid what).
Registry of Deeds filings: claim stubs, intake logs, or certifications proving the seller never filed.
Project permits/licenses (for developers) and mortgage documents showing whether an encumbrance should have been released at full payment.

8) Prescription (deadlines to sue)

Actions upon a written contract (e.g., to compel title delivery) generally prescribe in 10 years counted from breach (e.g., lapse of the agreed or reasonable delivery period).
Fraud-based actions: typically 4 years from discovery.
Administrative complaints may have separate limitation rules or practical time bars; file promptly.

(Consult counsel for precise computation based on your documents and dates.)

9) Practical playbook for buyers

Do these early—even before full payment:

Insist on a clean DOAS template and a seller undertaking covering taxes the seller must pay and mortgage release.
Verify the title at the Registry of Deeds; get a Certified True Copy and check annotations.
Check if the project title/unit is mortgaged; require a written Release of Mortgage undertaking upon full payment.
Align tax allocations in the contract and escrow arrangements if needed (e.g., holdback until CAR is issued).
Collectibles: tax clearances, real-property tax receipts, association/condo dues statements.

At full payment:

Exchange final payments for signed, notarized DOAS, seller’s tax filings, and a processing timetable in writing.
Ask for processing receipts (BIR eFPS/eBIR returns, payment forms, CAR application docket number, ROD filing claim stub).
Record every promise with dates; it becomes powerful evidence.

10) Common scenarios & solutions

Scenario A: Developer finished unit but title still under blanket mortgage.

Demand release of mortgage for your unit and cancellation annotation; if refused or delayed, seek administrative order compelling release and proceed with specific performance.

Scenario B: Seller paid nothing for CGT; CAR cannot be issued.

Demand payment of seller-side taxes; if you advance them to avoid delay, reserve your right of reimbursement with interest/damages and keep all official receipts.

Scenario C: Seller threatens to cancel despite full payment, to resell at a higher price.

Immediately annotate an adverse claim and file for specific performance with injunction; consider lis pendens once suit is filed.

Scenario D: Bank-financed purchase; bank requires title in your name with bank mortgage annotation. Developer stalls filing.

Demand submission to ROD; your bank may also insist and can pressure the developer contractually. Consider injunctive relief if the delay jeopardizes your loan terms.

Scenario E: Condo association refuses clearance due to prior owner’s arrears.

Prior arrears are not yours; require the seller to settle or hold back part of the price in escrow until cleared.

11) Demand letter template (editable)

Subject: Final Demand to Deliver Title After Full Payment [Date] [Seller/Developer Name] [Address / Email]

I fully paid the purchase price for [Property Description; TCT/CCT No.; Unit/Blk/Lot; Project] on [date], as evidenced by [ORs/statement]. Under our [Contract/CTS/DOAS dated], you are obligated to deliver clean title and all documents necessary to complete transfer to my name within a reasonable period.

Despite follow-ups on [dates], you have not (i) executed a valid notarized Deed of Absolute Sale / (ii) paid seller-side taxes to secure the BIR CAR / (iii) released your mortgage and caused cancellation of encumbrances / (iv) filed for and delivered my TCT/CCT.

Demand: Within [10/15] calendar days from receipt, (1) complete the outstanding steps above, and (2) deliver my owner’s duplicate TCT/CCT in my name, free of unauthorized liens, together with the updated Tax Declaration and receipts. Otherwise, I will pursue specific performance with damages, and seek administrative and other remedies, including annotations to protect my rights, at your cost.

This is without prejudice to damages, interest, and attorney’s fees. Sincerely, [Buyer Name] | [Address] | [TIN] | [Contact details]

12) Filing suit: structure & prayers

Cause of action: breach of contract of sale (failure to deliver title after full payment). Allegations: contract, full payment, your compliance, seller’s breach, damages from delay. Prayers:

Order specific performance: execute DOAS, pay seller-side taxes, process transfer, deliver owner’s duplicate TCT/CCT in your name, and cancel improper liens;
Alternatively, rescission with restitution of price plus interest;
Damages: actual (extra financing costs, rentals), moral/temperate (if warranted), exemplary (if bad faith), and attorney’s fees;
Injunction to prevent re-sale and to compel interim acts;
Annotation of lis pendens;
Costs of suit.

13) Evidence of “reasonable time” & damages

Courts look at: agreed timelines, industry processing times, your cooperation, and seller’s diligence. Damages commonly proven include:

Cost of bridging loans, lost bank lock-in rates, or increased interest due to delays;
Rent you paid while waiting for title/turnover;
Opportunity losses (e.g., inability to mortgage/resell), when sufficiently substantiated;
Transportation and follow-up costs and professional fees.

14) Special notes for condominiums

Ensure issuance of CCT in your name, plus your proportionate interest in the land/common areas.
Get the condo corp clearance, statement of account fully settled, and by-laws/house rules pack.
Developers sometimes keep “processing” indefinitely—administrative complaint can be an efficient pressure tool here.

15) Preventive drafting (what to insert in your contract)

Hard deadline for title delivery (e.g., “within 90/120 days from full payment or bank take-out”).
Seller covenant to pay seller-side taxes and secure CAR.
Mortgage-release clause and undertaking to cancel liens within a fixed period.
Holdback/escrow until CAR is issued and ROD intake acknowledged.
Liquidated damages for delay (a per-day amount) without prejudice to actual damages if higher.
Dispute venue and attorney’s fees clause.
Developer processing clause with document checklist and service-level timelines.

16) Quick FAQs

Q: I have the DOAS but the seller keeps “processing.” What’s my immediate move? Send a final demand with a short deadline, then file specific performance and annotate lis pendens. You can concurrently lodge an administrative complaint if it’s a project sale.

Q: Can I just process the transfer myself? Yes, but guard your reimbursement rights if you advance seller-side taxes/fees. Document everything.

Q: The title shows the developer’s mortgage. Is that normal? Common during construction. After full payment for your unit, the developer should cause release of mortgage for your portion and cancel the annotation before (or as part of) title transfer.

Q: Do I need a lawyer? Strongly advisable once a final demand is ignored, especially to prepare protective annotations and to navigate administrative/judicial routes efficiently.

17) Bottom line

After you’ve fully paid, you are entitled to clean, registered title in your name within a reasonable, concrete timeline. If the seller or developer stalls or refuses, use a layered approach: formal demand → protective annotations → administrative complaint (for projects) → specific performance (or rescission) with damages. Document each step, keep your receipts, and act within prescriptive periods.