Disclaimer: This is general legal information, not legal advice. Actual rights and remedies depend heavily on the specific facts and documents involved. Anyone facing this situation should consult a lawyer or the Public Attorney’s Office (PAO).

I. Overview

Real properties in the Philippines are usually transferred through a Deed of Absolute Sale, which is then notarized and registered with the proper government offices (BIR, local treasurer, Register of Deeds).

Complications arise when:

The deed of sale is not notarized, and
The seller dies before notarization or before registration of the sale.

This situation raises several questions:

Is the sale still valid?
Can the buyer still have the property titled in his/her name?
Can the heirs ignore or cancel the sale?
What remedies does the buyer have?

This article explains the legal concepts behind these questions in the Philippine context.

II. Contract of Sale vs. Notarization

1. Elements of a Valid Contract of Sale

Under the Civil Code, a contract of sale exists if there is:

Consent – a meeting of minds between seller and buyer;
Object – a determinate thing (e.g., a specific parcel of land or house);
Cause/Price – a certain and agreed price in money or its equivalent.

If all three elements are present, there is a valid contract, even if:

The deed is not notarized, and
The title has not yet been transferred.

2. Role of Notarization

Notarization does not make the contract valid between the parties; the sale is already valid as long as the essential elements are present.

However, notarization is crucial because it:

Converts a private document into a public document;
Gives the document evidentiary weight (self-authenticating in court);
Makes the document registrable with the Register of Deeds;
Is normally required by agencies like the BIR and Registry of Deeds for transfer of title and tax clearance.

Thus:

An unnotarized deed of sale can be valid as a contract between buyer and seller.
But it is weak as proof and not sufficient for registration and tax purposes without additional steps.

III. Unnotarized Deed of Sale: Legal Effect

1. Between the Buyer and Seller

Between the parties themselves, an unnotarized written deed can:

Prove the existence of a sale, subject to proper authentication;
Serve as basis to demand delivery of the property (if not yet delivered) or other obligations (e.g., execution of a notarized deed).

The buyer can rely on it to insist that the seller or, later, the seller’s heirs respect the sale.

2. As Against Third Persons

The general rule in property registration:

Sales of real property must be registered to bind third persons (e.g., subsequent buyers, creditors, the whole world).

Consequences of non-registration and lack of notarization:

The sale does not bind third persons, including later innocent purchasers who register their deeds in good faith.
Under rules on double sale of immovables, the law often favors the buyer who first registers in good faith.
An unregistered, unnotarized sale is therefore weaker and more vulnerable.

IV. The Special Problem: Seller Dies Before Notarization or Registration

When the seller dies, the property he or she owns forms part of the estate that will be inherited by the heirs, unless a valid sale or transfer has been recognized.

The key questions become:

Was there a valid sale before death, even if unnotarized?
Can the buyer still demand completion (notarization, registration) of the sale?
How do the heirs and estate proceedings affect the buyer?

There are several common scenarios.

V. Common Scenarios and Their Legal Implications

Scenario 1: Seller Signed a Private Deed of Sale, Buyer Paid, But Deed Was Never Notarized; Seller Then Died

Facts pattern:

Written deed of absolute sale signed by seller and buyer;
Payment was fully or substantially made;
The deed remained unnotarized;
Title stayed in the name of the seller;
Seller dies.

Legal position:

Contract of sale likely exists (if consent, object, and price are clear).
Buyer has rights as a vendee, such as:
- To compel execution of a proper, notarized deed;
- To seek transfer of title to his/her name.

However, the seller is now deceased. The obligations pass to the seller’s estate, represented by:

The heirs, and/or
A court-appointed administrator/executor (if there is a judicial settlement), or
The heirs via extrajudicial settlement, if allowed.

In practice:

The buyer will often request the heirs to:
- Acknowledge the sale, and
- Execute a confirmatory notarized deed of sale, or an extrajudicial settlement with sale in favor of the buyer.

If the heirs refuse, the buyer may have to file a court case such as:

Specific performance – to compel the heirs/estate to honor the sale and execute a notarized deed;
Reformation of instrument – if the written terms do not reflect the real agreement;
Quieting of title or reconveyance – to remove clouds on the buyer’s ownership and to direct transfer of title.

This usually involves:

Proving the existence of the unnotarized deed;
Showing proof of payment;
Presenting witnesses or other corroborating evidence.

Scenario 2: Seller Signed a Deed of Sale, It Was Notarized, But Buyer Failed to Register It Before Seller Died

Here:

The deed is already notarized, but not inscribed on the title.

Even though registration was not yet done:

The notarized deed is a public document and strong proof of the sale.
The buyer may still register the sale, pay taxes, and transfer title, even after the seller’s death, subject to BIR and RD requirements.

This scenario is easier than one involving a purely unnotarized deed.

Scenario 3: Only an Oral Agreement or Simple Receipts, Seller Dies Without Any Formal Deed

If the sale was only:

Oral, or
Evidenced by receipts or other informal writings (e.g., “received from X the amount of … as partial/full payment for my land”),

then:

The buyer may still argue that there was a valid sale or at least a contract to sell, especially if there is partial or full performance (payment, possession, improvements).
However, the Statute of Frauds requires contracts for the sale of real property to be in writing to be enforceable in court, unless there has been partial performance that takes it out of the Statute of Frauds.

The buyer has a heavier evidentiary burden and will likely need a court action to resolve the issue against the heirs.

VI. Rights and Obligations After the Seller’s Death

1. On the Seller’s Side (Heirs / Estate)

Once the seller dies:

The seller’s rights and obligations are transmitted to the heirs, subject to estate settlement.
If the seller validly sold the property before death, the property should no longer form part of the estate, except perhaps as a receivable (e.g., remaining balance of the purchase price).

However, if the sale was:

Unnotarized, unregistered, and unknown to other heirs, disputes may arise about its validity and effect.

The heirs may:

Recognize and honor the sale;
Contest it as simulated, forged, or invalid;
Claim that it was only a promise to sell or a loan disguised as a sale.

Their position will affect whether the buyer can complete the transfer smoothly or must resort to litigation.

2. On the Buyer’s Side

The buyer who has an unnotarized deed and the seller’s death has occurred should:

Preserve all documents (deed, receipts, communications);
Gather witnesses who saw the transaction or payment;
Determine whether an estate proceeding has been initiated.

The buyer’s rights can generally include:

Right to enforce the sale;
Right to possess the property if there was delivery;
Right to ask the court to order the heirs to execute a proper deed and transfer title.

VII. Estate Settlement and Its Interaction With the Buyer’s Claim

1. Extrajudicial Settlement

If:

The deceased left no will;
All the heirs are of legal age, or minors are properly represented;
There is no existing court case involving the estate,

the heirs may perform an extrajudicial settlement of the estate, which must be:

In a public instrument (notarized);
Published in a newspaper of general circulation;
Filed with the Register of Deeds.

In the presence of an unnotarized sale, the heirs may:

Acknowledge the prior sale and include in the settlement that a certain parcel was already sold to the buyer, and
Execute a Deed of Extrajudicial Settlement with Sale / Confirmation of Sale to the buyer.

This can then be used for:

BIR capital gains/estate tax processing;
Local transfer taxes;
Registration of the property in the buyer’s name.

2. Judicial Settlement of Estate

If there is conflict among heirs, or if the estate is big/complex, a judicial settlement (probate/estate proceeding) may be filed in court.

The buyer will typically have to:

Intervene or file a separate case asserting rights over the specific property;
Ask that the property be excluded from the estate or recognized as sold;
Request that the court order the executor/administrator or heirs to execute the necessary transfer documents.

Until the dispute is resolved, the Register of Deeds will generally not transfer the title to the buyer.

VIII. Registration, Taxes, and Practical Barriers

1. Registration Requirements

To register a transfer of real property from a deceased owner to a buyer, the usual documentary requirements include:

Proper deed of sale (notarized) in favor of the buyer;
Proof of tax payments:
- Capital Gains Tax (or Creditable Withholding Tax, depending on the nature of seller);
- Documentary Stamp Tax;
- Estate Tax (if required), and
- Transfer tax from the LGU.

If the only document is an unnotarized deed signed by a now-deceased seller, the BIR and RD will typically not accept it as the main basis for transfer. They usually require:

A notarized confirmatory deed from the heirs/estate representative, or
A court decision recognizing the validity of the unnotarized sale and ordering transfer.

2. Tax Consequences

Depending on timing and facts:

If the sale is treated as having occurred before the seller’s death, then capital gains tax (or its proper equivalent) and DST are due on the sale.
If the property is still treated as part of the estate, then estate tax applies, and any subsequent transfer to the buyer may be treated differently.

The characterization can be complex and may require professional tax and legal advice.

IX. Risks: Double Sale, Forgery, and Criminal Issues

1. Double Sale

If the seller (before death) or the heirs (after death) sell the same property to another buyer and that second buyer:

Registers the sale first, and
Acts in good faith (unaware of the prior unnotarized sale),

the first buyer with an unnotarized, unregistered deed is at a severe disadvantage. The law on double sale often favors:

The buyer who first registered in good faith for immovable property.

2. Forged or Backdated Instruments

Disputes involving deceased sellers are fertile ground for allegations of:

Forged signatures on unnotarized deeds;
Backdated documents created after the seller’s death to justify a supposed sale.

Engaging in or benefiting from such acts can lead to criminal liability such as:

Falsification of documents;
Estafa;
Other fraud-related crimes.

This is why notarization and timely registration are important: they create a contemporaneous, public record of transactions.

X. Legal Remedies for the Buyer

When the seller is deceased and the deed is unnotarized, typical remedies include:

Negotiation with Heirs
- Ask the heirs to recognize the sale and execute a notarized confirmatory deed or extrajudicial settlement with sale.
- This is the simplest and cheapest, if the heirs cooperate.
Judicial Action
- Specific performance – compel the heirs/estate to execute a proper deed.
- Reformation – correct or formalize the written instrument if it does not express the real agreement.
- Quieting of title / reconveyance – have the court declare buyer as rightful owner and order cancellation of the old title.
Participation in Estate Proceedings
- File claims or objections in an estate case to protect the buyer’s interest in the property.
Defensive Use of the Deed
- If the heirs file ejectment or other actions against the buyer, the unnotarized deed can be used as defense and as basis for counterclaims, subject to proof and authentication.

XI. Practical Steps for Someone in This Situation

For a buyer holding an unnotarized deed from a seller who has died, practical steps include:

Secure and preserve all documents
- Deed of sale, receipts, acknowledgments, IDs, previous tax declarations, and title copies.
Gather evidence of payment and possession
- Witnesses who saw payment and delivery;
- Evidence of improvements, property tax payments, utility bills, and actual occupation.
Check for estate proceedings
- Ask whether any extrajudicial settlement or probate/estate case has been initiated.
- Obtain copies if any exist.
Engage the heirs diplomatically
- Present documents and request recognition of the sale.
- Propose execution of a confirmatory notarized deed and cooperation in tax and registration processes.
Consult a lawyer
- To evaluate the strength of your documents;
- To choose between negotiation, filing a case, or joining an existing estate proceeding.
Avoid shortcuts
- Do not falsify signatures or dates.
- Do not fabricate documents to “fix” the situation; the long-term harm and criminal risk are far worse than the cost of proper legal remedies.

XII. Key Takeaways

An unnotarized deed of sale of real property can be valid as a contract between the buyer and seller if the essential elements of a sale are present.
Lack of notarization and registration makes the deed weak as proof and not binding on third persons, and creates serious obstacles to title transfer and tax processing.
When the seller dies, the buyer’s fight is no longer with the seller but with the heirs and the estate, and the buyer may need confirmatory deeds or a court judgment.
Cooperation of the heirs can resolve the issue relatively simply through extrajudicial settlement with sale and proper notarization and registration.
If heirs are uncooperative or allege fraud, the buyer must usually resort to judicial remedies, where the unnotarized deed is only one piece of evidence among others.
Prevention is always better: parties should have deeds properly notarized and registered as soon as possible after the sale, and keep clear records of payment and possession.

If you wish, you can outline your specific fact pattern (without names or sensitive details), and these general principles can be applied to show what options are realistically open in your case.