Is a Deed of Sale Valid Without the Buyer’s Signature?

Legal Requirements in the Philippines

Short answer

Yes, a sale can be valid even if the buyer didn’t sign the deed, provided the essential elements of a sale exist: (1) consent, (2) determinate object, and (3) price certain. Philippine law treats sales as consensual contracts—they are perfected by mere consent (Civil Code arts. 1458, 1475, 1318, 1356).
However, the buyer’s signature can be crucial for enforceability and registration. Under the Statute of Frauds, certain sales must be evidenced by a writing “signed by the party charged” to be enforceable in court (art. 1403[2]); registries and agencies often require both signatures as a matter of procedure.
In practice, no buyer’s signature can mean: still valid between the parties (if consent and delivery/payment exist), but potentially unenforceable against the buyer (if the sale is still executory) and not registrable or tax-processable without further documentation.

The legal backbone (what the Civil Code requires)

1) Perfection vs. form

Perfection: A sale is perfected by the meeting of the minds on the thing and the price (art. 1475). A handwritten or notarized deed is not a requirement for validity unless the law expressly requires a form (art. 1356).
Form: Certain contracts “must appear in a public document” for greater efficacy or to bind third persons (e.g., transfers of real rights over immovables; art. 1358). Failure to follow this form generally does not void the sale between the parties, but it affects registration and proof.

2) Enforceability (Statute of Frauds)

Some agreements are unenforceable unless there is a note or memorandum in writing signed by the party to be charged (art. 1403[2]):
- Sale of real property or an interest therein (art. 1403[2][e]);
- Sale of goods/chattels priced at ₱500 or more (art. 1403[2][d]), unless there is acceptance/receipt of the goods or part payment.
The “party to be charged” rule is pivotal:
- If the buyer is being sued (e.g., for payment), a writing signed by the buyer is ordinarily required (unless the contract is already executed or partially performed).
- If the seller is being sued (e.g., to compel transfer), a writing signed by the seller can suffice.

3) Executed vs. executory sales

The Statute of Frauds principally targets executory (not yet performed) contracts. Partial or full performance (e.g., payment, delivery, possession) typically removes the agreement from the Statute, allowing oral testimony and other evidence to prove the sale (arts. 1405, 1403).

Real property sales: where the buyer’s signature matters (and where it doesn’t)

Validity between the parties

No buyer’s signature does not automatically invalidate a sale of land if there is clear consent, object, and price, and especially if there is delivery (actual or constructive) and/or payment.

Delivery and title passage

Ownership passes by delivery, not by mere signing. For immovables, the execution of a public instrument (a notarized deed) is equivalent to delivery if so intended (art. 1498).
If only the seller signed and notarized a deed and the buyer accepted (e.g., took possession, paid), a court may find delivery occurred despite the buyer’s missing signature.

Registration and third persons

To register a transfer and bind third persons, registries usually require a notarized deed that clearly evidences consent of both parties (art. 1358; land registration rules). In practice, the Register of Deeds, the BIR (for capital gains/withholding and documentary stamp tax), and the LGU assessor often expect both parties (or authorized agents) to sign.
Takeaway: Even if legally valid between the parties, a deed without the buyer’s signature can face registration and tax-processing hurdles unless backed by proof of acceptance (e.g., receipts, possession, SPA, confirmatory deed).

Spousal and capacity issues (seller-side)

If the property is community or conjugal, dispositions typically require the written consent of both spouses under the Family Code; lacking consent can void the disposition as to the conjugal/community property. This is independent of whether the buyer signed.

Agency (buy-side)

A buyer can be bound through an agent. For the purchase of land, the agent’s authority must be in writing, otherwise the sale is void (art. 1874; see also art. 1878 on SPAs). If the agent—not the buyer—signed, the issue is whether the SPA properly authorized the purchase.

Movable property sales

For goods/chattels ≥ ₱500, a writing signed by the party charged is generally needed to enforce an executory sale (art. 1403[2][d]).
Exceptions: The contract is enforceable without a signed writing if the buyer accepted and received part of the goods or paid part of the price at the time.
Ownership still transfers by delivery. A deed signed only by the seller can be sufficient if the seller is the party charged, or if there’s acceptance/delivery.
Practical caveat: Agencies (e.g., LTO for vehicles) and banks typically insist on both signatures for transfer/financing.

“Party to be charged” matrix (quick guide)

Only seller signed
- Buyer sues seller (e.g., to compel transfer): Often enforceable, because the seller (party to be charged) signed.
- Seller sues buyer (e.g., for payment, executory): Risk of unenforceability absent buyer’s signature or partial performance.
Only buyer signed
- Seller sues buyer (for payment): Often enforceable—the buyer (party to be charged) signed.
- Buyer sues seller (to convey title): Risk of unenforceability unless there’s seller signature, partial performance, or other credible proof.
Neither signed
- If performed (paid and delivered/possessed): courts may enforce based on performance.
- If executory: likely unenforceable under the Statute of Frauds.

What courts look for when the buyer didn’t sign

Clear proof of consent: communications, invoices, receipts, earnest money, SPA/board resolutions.
Performance: payment (partial/full), possession, improvements made by the buyer—these can take the case outside the Statute of Frauds.
Delivery: actual turnover, or constructive delivery via public instrument (art. 1498) or traditio longa manu/symbolica as appropriate.
Consistency: tax declarations, utility bills, and other records showing buyer’s acceptance/possession.
Good faith and notice to third persons: especially relevant in double-sale contexts (art. 1544).

Curing a missing buyer’s signature

Ratification: Contracts covered by the Statute of Frauds are ratified by acceptance of benefits or by not objecting to oral evidence, making them fully enforceable (art. 1405).
Confirmatory deed: Execute a Deed of Absolute Sale/Confirmatory Deed signed by both parties and notarized.
Agency route: If signing now is inconvenient, have the buyer issue a Special Power of Attorney authorizing an agent to sign and accept conveyance.
Supplemental evidence: Receipts, delivery notes, possession affidavits, IDs/TINs, and proof of payment bolster enforceability and registration.
Register properly: For real property, after taxes (CGT/CWT, DST) and clearances, register with the Register of Deeds to protect against third parties.

Practical checklists

If you’re the seller

Aim for a bilateral, notarized deed signed by both parties.
If the buyer cannot sign now, secure:
- Proof of buyer’s consent/acceptance (acknowledgment receipt, possession turnover, partial payment);
- A confirmatory deed or SPA from the buyer as soon as possible;
- For community/conjugal property, spousal written consent.
Expect processing delays (BIR/ROD/LGU/banks) without the buyer’s signature.

If you’re the buyer

Even if the sale can be valid without your signature, signing protects you:
- It facilitates tax payments and registration;
- It serves as constructive delivery if notarized;
- It strengthens your position against third persons and in double-sale scenarios.
If using an agent, issue a written SPA explicitly authorizing the purchase (especially for land).

FAQs

Q: We have a notarized deed signed only by the seller. Is the sale void? No. A sale is generally valid by consent. But expect enforceability and registration questions unless you can show acceptance/performance or secure a confirmatory buyer signature/SPA.

Q: Can the seller compel me to pay if I never signed? If the sale is executory and there’s no buyer signature (and no partial performance), the seller may face a Statute of Frauds defense. If you accepted delivery or paid (even partly), the contract is commonly enforceable despite your missing signature.

Q: We already paid and took possession but the deed has only the seller’s signature. Can we register? Often yes with proper documentation, but registries and tax offices typically require bilateral signatures or clear authority. A confirmatory deed or SPA usually resolves this.

Q: Are e-signatures okay? Under the E-Commerce Act, e-signatures can evidence consent for many contracts. But notarization (often needed for real property transfers and registration) normally requires formalities that go beyond simple e-signature. Expect offices to insist on wet-ink signatures and personal notarization/acknowledgment unless specific rules provide otherwise.

Bottom line

A deed of sale without the buyer’s signature can still reflect a valid sale under Philippine law—especially once payment/delivery occurs.
The real-world friction is enforceability (against the buyer), registrability, and processing. To avoid disputes and delays, the best practice is a notarized, bilateral deed (or an SPA-authorized signature), backed by clear evidence of performance and proper taxes/registration.

This overview is for general information only. For a specific transaction, consult counsel to review your documents, capacity/consents, and the requirements of your local BIR/ROD/LGU offices.