Validity of a Deed of Sale Without the Buyer’s Signature in the Philippines

Executive summary

Between the parties: A sale can be valid even if the buyer did not sign the deed—so long as there is consent (meeting of minds on the object and price), cause (price), and object, and there is delivery.
Enforceability in court: For sales of real property (and certain high-value movables), the Statute of Frauds requires a writing signed by the party to be charged. If you’re suing the seller, the seller’s signature may suffice; if you’re suing the buyer, the buyer’s signature (or other written assent) becomes important. Executed or partly executed sales are generally taken out of the Statute of Frauds.
Against third persons & for registration: To register and affect third persons, a notarized deed (public instrument) is ordinarily required. In practice, registries and tax offices expect both parties (and their spouses, if applicable) to sign and acknowledge the deed. Lack of the buyer’s signature commonly blocks registration and post-sale processing—even if the sale is valid between the parties.

1) What makes a sale valid under Philippine law?

A contract of sale is perfected when the parties agree on the thing and the price. As a rule, no specific form is required for validity. Ownership generally transfers upon delivery (traditio)—which can be actual (physical turnover) or constructive (e.g., through a public instrument, handing over keys, possession delivered by agreement).

Key points

Consent may be shown by conduct (payment, taking possession, correspondence) even if the buyer didn’t sign the deed.
Form is not essential to validity, except where the law demands it (see Statute of Frauds and special rules for agency below).
For immovables, executing a public instrument is recognized as a form of constructive delivery; actual possession and acts of ownership also evidence delivery.

2) The Statute of Frauds: validity vs. enforceability

The Statute of Frauds makes certain contracts unenforceable (not void) unless there is a written note or memorandum signed by the party to be charged:

Sales of real property (land or an interest therein) need a writing to sue on.
Sales of goods at or above the statutory threshold (traditionally ₱500) likewise fall within the rule unless there is acceptance and receipt of the goods or partial payment.

Practical effects

If the seller signed the deed and you sue the seller, the writing requirement is usually satisfied even if the buyer didn’t sign.
If the buyer didn’t sign and you sue the buyer for the price, you may face a Statute of Frauds defense unless the sale has been executed or partly performed (e.g., buyer took possession, made payment, or improvements). Partial or full performance typically removes the bar of the Statute of Frauds.

3) Notarization, registration, and effect on third persons

A deed acknowledged before a notary public becomes a public document, which:

enjoys evidentiary weight;
is generally required for registration with the Registry of Deeds; and
is necessary to bind third persons (e.g., to annotate a transfer on the title).

In practice

Registries, the BIR, and LGUs normally require a bilateral deed bearing the signatures and notarized acknowledgments of both seller and buyer (plus spousal consent where applicable).
Without the buyer’s signature, even a sale valid between the parties can be unregistrable, preventing issuance of a new title and completion of taxes and transfer fees.
A deed notarized without the personal appearance of a supposed signatory is defective; notaries should not acknowledge signatures of absent parties.

4) Delivery and transfer of ownership without buyer’s signature

Ownership passes upon delivery, not merely upon signing. Thus:

A seller-signed deed plus actual possession by the buyer and payment may evidence a completed sale even if the buyer never signed.
For immovables, a duly executed public instrument (by the seller) can constitute constructive delivery, provided the buyer accepts and the parties intend delivery. Acceptance can be shown by taking possession, paying the price, paying real property taxes, or making improvements.

5) Agency and special authorizations

Selling or buying through an agent:
- A sale of real property through an agent requires the agent’s written authority.
- If an agent signs for the buyer, the buyer’s Special Power of Attorney (SPA) authorizing the purchase should exist; otherwise, the buyer may repudiate the contract.
Spousal consent: For conjugal/community property, the disposition typically requires both spouses’ consent. An absent spousal signature can render the sale void or voidable depending on the property regime and facts.

6) When a buyer’s signature is not essential—and when it is

Not essential (for validity between the parties), if:

The seller signed a deed and there is clear acceptance, payment, and delivery; or
The transaction is otherwise fully executed and evidenced by possession and acts of ownership.

Essential or practically necessary, if:

You need to register and transfer title at the Registry of Deeds;
You need a public instrument acknowledged by both parties;
You want clear, litigation-proof evidence of the buyer’s consent; or
You must comply with BIR/LGU requirements for taxes and transfer.

7) Typical problems when the buyer didn’t sign

Registration obstacles: Registry of Deeds rejects transfer for lack of buyer’s acknowledgment.
Tax processing delays: BIR/LGU refuse to process capital gains, DST, and transfer taxes without a bilateral deed.
Evidentiary disputes: Buyer’s consent is challenged; allegations of lack of authority or incomplete delivery.
Notarial defects: Prior notarization is attacked because the buyer never appeared before the notary.
Marital property issues: Missing spousal consent leads to nullity or vulnerability to annulment.

8) How courts typically look at these disputes (doctrinal themes)

While outcomes depend on facts, Philippine jurisprudence tends to apply these themes:

Meeting of minds + delivery controls ownership transfer; signatures are evidence of consent, not the essence.
Statute of Frauds is a rule of evidence/enforceability, not of validity; performance takes the case out of the rule.
Registration is not a mode of acquisition, but it binds third persons and protects the transferee; failure to register leaves the buyer vulnerable to subsequent good-faith transferees.
Notarization elevates a document’s evidentiary weight; defective notarization reduces it to a private document requiring further proof.

9) Practical checklists

If you’re the buyer facing a deed without your signature

Gather indicia of consent and delivery: receipts, bank proofs of payment, tax declarations in your name, possession, improvements, utility bills.
Secure a bilateral deed (or an acknowledgment/ratification) and have it properly notarized.
If you acted via an agent, prepare the SPA that existed at the time of purchase.
Prepare spousal consent where required.
Proceed with BIR filings (CGT/CWT, DST) and Registry of Deeds registration once documentation is complete.

If you’re the seller holding a deed signed only by you

If the buyer has paid and taken possession, the sale may already be executed; the buyer’s refusal to sign can be addressed via:
- Demand for execution of a bilateral deed;
- Specific performance or rescission with damages (Art. 1191) if obligations aren’t met.
Ensure you can prove delivery (turnover of keys/possession), receipt of price, and any correspondence evidencing acceptance.

For registration

Prepare a bilateral, notarized deed with government-issued IDs and TINs of both parties; include marital status and spousal signatures when needed.
Attach supporting docs (tax clearances, CAR/eCAR, real property tax clearance, transfer tax receipts).
Expect registries to reject unilateral deeds for transfer of title, even if valid inter partes.

10) Remedies and drafting tips

Remedies

Ratification / Acknowledgment: Have the buyer execute a short Acknowledgment of Sale or Conformity referencing the original deed.
Reformation: If the writing fails to reflect the true agreement.
Specific performance: Compel execution of a proper bilateral deed.
Quieting of title: If competing claims arise due to non-registration.
Rescission with damages: For substantial breach (e.g., non-payment).

Drafting tips

Use a bilateral Deed of Absolute Sale with clear recitals on payment and delivery.
Include warranties, tax allocation, and a possession/keys-turnover clause.
Reference any SPA numbers/dates if an agent signs.
Add spousal consents where applicable.
Ensure notarial acknowledgments correctly identify signatories and IDs; avoid after-the-fact notarization without personal appearance.

11) Bottom line

A deed of sale without the buyer’s signature can be valid between the parties if there is consent and delivery.
But for enforceability (especially against the buyer) and for registration to protect against third persons, the buyer’s signature and proper notarization are practically indispensable.
The safest—and usually necessary—course is to secure a bilateral, notarized deed (with any required spousal and agency documents) before paying the full price or turning over possession.