Sample Memorandum of Agreement for Right-of-Way (Philippines): An In-Depth Guide + Draft Template

Right-of-way (ROW) is one of the most common—and sensitive—legal arrangements in Philippine infrastructure. Whether you’re with a government implementing agency (IA), a local government unit (LGU), a government-owned or controlled corporation (GOCC), or a private project proponent partnering with the public sector, you’ll likely memorialize the deal with a Memorandum of Agreement (MOA). This article explains what a ROW MOA does, how it fits with Philippine law and practice, and gives you a robust, lawyer-style template you can adapt.

Quick note: This is practical information for drafting and review. For project-specific advice, consult counsel—especially on valuation, taxation, and land status issues.

1) What a Right-of-Way MOA Is (and Isn’t)

Purpose. A ROW MOA sets out the negotiated terms for a government project to use, acquire, or restrict the use of private (or sometimes public) property—by sale, donation, easement, usufruct, or permit to enter—and the obligations of each party to complete the transaction and deliver the site “project-ready.”
When used. It’s standard when the parties choose negotiated acquisition rather than litigation. If negotiation fails, the fallback is expropriation (court action) under Rule 67 of the Rules of Court.
Relation to the transfer instrument. The MOA often precedes and conditions execution of the ultimate conveyance (e.g., Deed of Absolute Sale, Deed of Donation, Deed of Easement, or Usufruct Agreement). Think of the MOA as the “terms sheet + obligations checklist” and the deed as the “title transfer vehicle.”

2) Legal Framework You Should Align With

While a MOA is a contract, it does not exist in a vacuum. Draft it to dovetail with these pillars of PH law and practice:

ROW for national government projects. Republic Act No. 10752 (Right-of-Way Act) and its IRR facilitate acquisition by negotiated sale based on appraised value and replacement cost for structures/crops, with expropriation as a backup.
Local projects. LGUs may acquire property for public use via purchase, donation, or expropriation, guided by the Local Government Code, procurement and accounting rules, and the expropriation rules of court.
Expropriation. Rule 67 (Rules of Court) governs judicial acquisition and writ of possession after the required deposit/payment.
Registrable transfers. Property Registration Decree (PD 1529) requirements for annotation and transfer of title; BIR tax rules (CGT/CWT, DST); LGU transfer/registration taxes.
Special lands and clearances.
- Public land or road right-of-way within an estate may need DENR/DPWH or estate administrator approvals.
- Ancestral domain/lands: Indigenous Peoples’ Rights Act (RA 8371) and FPIC (free and prior informed consent).
- Informal settlers: Urban Development and Housing Act (RA 7279) on humane eviction and relocation.
- Utilities and watercourses: Civil Code easements; Water Code easements along rivers/streams.
Audit & documentation. Commission on Audit (COA) rules on documentary sufficiency, valuation support, and payment processing.

If your project is PPP or ODA-funded, also check the PPP contract/ICC approvals or financing covenants for ROW milestones and reporting.

3) Common Acquisition Modes and What Changes in the MOA

Mode	What Passes	Typical Compensation	Key MOA Add-Ons
Deed of Sale	Ownership (fee simple)	Appraised value for land + replacement cost for improvements	Full tax/fee allocation, vacant possession date, demolition/clearing plan
Donation	Ownership	None (may include recognition or CSR)	Donor’s warranties, board/spousal consents, tax handling (donor’s tax if any)
Easement (Real Right)	Limited use (e.g., lay line, access)	Lump sum or annual servitude fee	Scope map, width, no-build zone, restoration, duration/perpetuity
Usufruct	Use and fruits (no ownership)	Free or fee-based	Term, maintenance, insurance, reversion
Permit to Enter	Temporary access (survey/soil test)	Usually none (or nominal)	Safety, indemnity, restoration, duration, no lien on improvements

4) Valuation and Payment—What the MOA Should Nail Down

Valuation basis. Reference a government or independent appraiser report; align with RA 10752 factors (e.g., comparable sales, BIR zonal value, replacement cost, disturbance compensation where applicable).
What’s included. Land, structures, improvements, crops/trees, machinery that is immovable by nature, and site development/clearing costs—itemized.
Taxes and fees allocation. Parties commonly agree that:
- Seller/Owner: Capital Gains Tax (or CWT for corporations) and Documentary Stamp Tax.
- Buyer/Government: Transfer tax, registration fees, and annotation costs. Clearly state who pays withholding (if any), and who handles arrears on real property tax.
Payment mechanics. Mode (cashier’s check/ADA), conditions precedent, timelines, and escrow/trust arrangements if needed.
Possession. Date of vacant and peaceful possession, turnover of keys/landmarks, and early entry rules (if allowed) with risk allocation.

5) Risk and Compliance Clauses to Never Skip

Title and liens. Owner’s warranty of clean title, disclosure of encumbrances, and obligation to secure releases or subordinate mortgages.
Subdivision/segregation. Who pays for parcellary surveys, monuments, relocation surveys, and subdivision plans.
Third-party occupants. Protocols for informal settler engagement, relocation assistance (if any), and indemnity.
Utilities relocation. Coordination with DU/DW/telecom for relocation schedules and who bears cost.
Environmental and heritage. Clearances (ECC, tree cutting, heritage permits) when applicable.
Default and remedies. Cure periods, specific performance, liquidated damages (if appropriate), and dispute resolution (courts with venue).
Approvals. Sanggunian/Board resolutions, DBM/COA compliance, and CAPEX authority of the IA.
Data privacy. Handling of personal data in titles/IDs consistent with the Data Privacy Act.

6) Documentary Checklist (Annexes to Attach)

Certified true copy of TCT/CCT, updated tax declaration, lot plan with technical description, parcellary map and ROW strip.
Appraisal report and valuation worksheet; photos and as-is site report.
Corporate: SEC docs, board resolution, secretary’s certificate, SPA for signatory. Individual: government IDs, spousal consent if conjugal/community property.
Tax clearances/receipts; RPT status.
Draft deed (sale/donation/easement/usufruct) ready for execution upon MOA conditions satisfaction.
If applicable: FPIC documentation, relocation plan, utility relocation agreements.

7) Step-by-Step Workflow You Can Mirror in Your MOA

Due diligence: Land status, liens, occupants, zoning, environmental constraints.
Offer & valuation: Issue written offer with valuation basis and breakdown.
MOA signing: Lock in price, obligations, and timeline.
Conditions precedent: Secure approvals, surveys, tax IDs, and documentary gaps.
Execute deed & pay: Meet conditions → sign deed → pay consideration.
Transfer/annotation: Register deed/easement; secure new title/annotations.
Turnover & clearing: Deliver possession; demolish/clear per plan.
Post-closing: Utility relocation, punch list, and COA file completion.

8) Comprehensive Sample MOA (Philippine Context)

Copy, paste, and tailor. Bracketed text [ALL-CAPS] indicates fields to fill in or options to choose.

MEMORANDUM OF AGREEMENT
Right-of-Way Acquisition for [PROJECT NAME]

This Memorandum of Agreement (“MOA”) is made on [DATE] in [CITY], Philippines, by and between:

[IMPLEMENTING AGENCY/ LGU/ GOCC], a [government instrumentality/LGU/GOCC] with office at [ADDRESS], represented by [NAME, TITLE], duly authorized under [Authority/Resolution No. ___] (the “Acquirer”);

– and –

[OWNER NAME], [single/married to ___]/[corporation/association/co-owners/indigenous community], with address at [ADDRESS], represented by [NAME, TITLE/Capacities], under [ID/Board Reso/SPA] (the “Owner”).

The Acquirer and Owner are each a “Party” and collectively the “Parties.”

RECITALS
A. The Acquirer is implementing the [PROJECT], a public infrastructure project.
B. The project requires right-of-way over the property more particularly described below.
C. The Parties desire to consummate a negotiated [SALE / DONATION / EASEMENT / USUFRUCT] under applicable Philippine law and regulations.

NOW, THEREFORE, the Parties agree:

1. DEFINITIONS
1.1 “Property” means the parcel(s) covered by [TCT/CCT No(s). ____], with area of [____ sq.m.], situated in [Barangay, City/Municipality, Province], more particularly described in Annex “A” (Lot Plan and Technical Description).
1.2 “Improvements” mean existing structures, crops/trees, fixtures, and site developments on the Property as of the Valuation Date.
1.3 “Closing” means execution of the [Deed of Sale/Donation/Easement/Usufruct] and release of the Consideration per Section 5.

2. MODE OF ACQUISITION
2.1 The Parties agree to a negotiated [SALE / DONATION / EASEMENT / USUFRUCT].
2.2 The corresponding registrable instrument attached as Annex “B” shall be executed at Closing.

3. PURPOSE AND SCOPE
3.1 The Property/ROW shall be used for [road widening, drainage, bridge, pipeline, substation, access road], including necessary temporary works and safety zones.
3.2 In case of an easement, the affected strip is shown in Annex “A-1,” with a width of [__] meters and alignment stations [__] to [__].

4. VALUATION AND CONSIDERATION
4.1 The total consideration is **PHP [AMOUNT]** (“Consideration”), computed as follows:  
    (a) Land: PHP [__] based on the [Appraisal Report dated __ by __ / RA 10752 factors];  
    (b) Improvements: PHP [__] at replacement cost;  
    (c) Disturbance/Severance (if applicable): PHP [__].  
    The valuation worksheet is Annex “C.”
4.2 The Consideration includes all compensation due for the Property and Improvements as of the Valuation Date, except taxes/fees allocated under Section 6.

5. CONDITIONS PRECEDENT; CLOSING
5.1 Owner shall deliver, at least [__] days before Closing: certified copies of Title and Tax Declarations; updated tax clearances; IDs/Corporate Resolutions; SPA (if any); and other documents in Annex “D.”
5.2 Acquirer shall deliver: approvals/resolutions authorizing the acquisition; availability of funds; appraisal and parcellary survey.
5.3 Closing shall occur on [DATE/within __ days] after fulfillment of Section 5.1–5.2. At Closing:  
    (a) Parties execute the [Deed of Sale/Donation/Easement/Usufruct] (Annex “B”);  
    (b) Acquirer pays the Consideration by [manager’s check / Advice to Debit Account];  
    (c) Owner delivers possession per Section 7 and turns over owner’s duplicate title.

6. TAXES, FEES, AND COSTS
6.1 Unless otherwise required by law or agreed below:  
    (a) Owner bears: [Capital Gains Tax or Creditable Withholding Tax], Documentary Stamp Tax, and broker’s/agent’s fees (if any).  
    (b) Acquirer bears: transfer tax, registration fees, annotation costs, and survey/subdivision fees.  
    (c) Real property tax arrears, if any, shall be settled by [Owner/Acquirer] prior to registration.
6.2 Withholding and reporting shall follow prevailing tax rules. Parties shall cooperate in BIR and Registry processes.

7. POSSESSION, CLEARING, AND ACCESS
7.1 Owner shall deliver **vacant and peaceful possession** of the Property/ROW to Acquirer on or before [DATE], free of occupants and personal property, except as stated in Annex “E” (Occupancy Plan).  
7.2 If a **Permit to Enter** is needed prior to Closing for surveys or works, Owner grants such permit under Annex “F” with safety and restoration obligations.
7.3 In an easement, Owner retains title but shall not build or plant within the easement strip and shall allow access for construction, inspection, and maintenance.

8. TITLE, WARRANTIES, AND LIENS
8.1 Owner warrants good and registrable title, free from liens/encumbrances, save those disclosed in Annex “G.”  
8.2 Owner shall cause release, cancellation, or subordination of any lien adversely affecting the transfer/easement at or before Closing.  
8.3 Title/annotation shall be processed promptly upon Closing. For sales/donations, new title in the name of Acquirer (or donee) shall be pursued without delay.

9. UTILITIES AND THIRD-PARTY OCCUPANTS
9.1 Parties shall coordinate with utility providers for relocation; costs borne by [Party] per Annex “H.”  
9.2 Handling of **informal settlers** (if any) shall follow Annex “E” and applicable laws on humane relocation.

10. COMPLIANCE WITH LAWS AND CONSENTS
10.1 Parties shall comply with RA 10752 (if applicable), Local Government Code, procurement, audit, land registration, data privacy, environmental, and cultural heritage laws.  
10.2 If the Property lies within **ancestral domain/land**, Owner and Acquirer shall secure **FPIC** and NCIP clearances prior to Closing.

11. DEFAULT AND REMEDIES
11.1 A Party in breach shall be given [__] days from written notice to cure.  
11.2 If Owner fails to deliver clear title/possession, Acquirer may suspend payment, rescind (for cause), or pursue **expropriation**; amounts lawfully due shall be handled per law and Section 12.  
11.3 If Acquirer fails to pay at Closing, Owner may rescind and pursue damages as allowed by law.

12. DISPUTE RESOLUTION; VENUE
12.1 Parties shall first attempt good-faith negotiation for [15] days.  
12.2 Unresolved disputes shall be brought to the proper courts of [City/Province], without prejudice to mandatory COA jurisdiction over audit issues.

13. CONFIDENTIALITY AND DATA PRIVACY
13.1 Non-public information exchanged under this MOA shall be kept confidential except as required for permits, BIR/Registry, COA, or court proceedings.  
13.2 Parties shall protect personal information consistent with the Data Privacy Act.

14. MISCELLANEOUS
14.1 Entire Agreement; no oral amendments. Changes must be in writing and signed.  
14.2 Assignment only with the other Party’s consent, except assignment by Acquirer to another government entity for the same public purpose.  
14.3 Effectivity: This MOA takes effect upon full execution and remains in force until completion of obligations or earlier termination per Section 11.

IN WITNESS WHEREOF, the Parties sign this MOA on the date first written above.

[ACQUIRER]                                  [OWNER]
By: _____________________                   By: _____________________
[Name, Title]                               [Name, Capacity]

SIGNED IN THE PRESENCE OF:
___________________________                 ___________________________

ACKNOWLEDGMENT
(Insert standard Philippine notarial acknowledgment with competent evidence of identity.)

9) Optional Rider Clauses You Can Plug In

Early Entry with Indemnity. Allow survey/geotech works before Closing; Acquirer indemnifies Owner for third-party claims arising solely from such activities and restores temporary works.
Severance Damages. If taking a strip renders the remainder landlocked or devalues it, include quantified severance compensation or an access easement in favor of Owner.
Price Escalation Cap. If Closing crosses fiscal year, cap or index the price using a mutually agreed index.
Reversion (Donation/Usufruct). If the property isn’t used for the stated public purpose within [__] years, it reverts to the donor/Owner, subject to law.
No-Build Zone Markers. For easements, require Acquirer to install permanent ROW monuments at its cost.

10) Red-Flag Issues (and How Your MOA Manages Them)

Incomplete chain of title / heirs. Require extrajudicial settlement, SPA of heirs, and updated titles before Closing.
Mortgage on title. Add a clause making release/subordination a condition precedent.
Informal settlers / tenants. Annex a relocation or disturbance compensation plan with timelines and responsible party.
Zoning conflicts or protected areas. Insert a regulatory approvals condition and an exit if approvals fail.
Split payments v. possession. Tie vacant possession to final/second tranche to avoid paying for encumbered land.
COA disallowance risk. Keep a tight documentation trail (appraisal, survey, approvals) and mirror statutory valuation language.

11) Execution & Registration Tips

Use consistent lot identifiers (TCT/CCT number, survey lot number, technical description).
Attach colored parcellary maps showing the affected strip and stationing.
For easements, craft a metes-and-bounds description of the easement corridor and annotate on title.
Keep a closing folder: MOA, deed, appraisal, payment proof, tax receipts, registry entries, and photos of turnover/clearing.

12) One-Page Mini-Checklist (Print-Friendly)

Appraisal (with comps/replacement cost)
Lot plan + tech description + parcellary map
Title CTC + tax dec + RPT status
Authority/resolutions (Acquirer and Owner)
Occupants/utilities inventory & plan
Draft deed attached to MOA
Taxes/fees split agreed in writing
Possession date and conditions
Closing documents list and timelines
Notarial wording and ID details

Final Thoughts

A well-structured ROW MOA saves months of delay and de-risks audit issues. Use the template above as your base, plug in your project’s technical exhibits, align with valuation rules, and keep the closing checklist tight. If your project touches ancestral domains, informal settlements, or complex liens, elevate those into clear conditions precedent and attach detailed annexes so everyone understands the path to a clean, timely closing.