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Covenant Against Grantor's Acts

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NEW YORK BARGAIN AND SALE DEED
COVENANT AGAINST GRANTOR'S ACTS
[Individual to a Limited Liability Company]

BARGAIN AND SALE DEED
(Covenant Against Grantor's Acts)

THIS INDENTURE, made the day of ,

BETWEEN

, residing at party of the first part,

and

, a limited liability company, located at party of the second part,

WITNESSETH, that the party of the first part, in consideration of Ten Dollars, and other valuable consideration paid by the party of the second part, does hereby grant and release unto the party of the second part, the successors and assigns of the party of the second part forever,

ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the County of , State of New York and further described as:

TOGETHER with all right, title and interest, if any, of the party of the first part in and to any streets and roads abutting the above described premises to the center lines thereof;

TOGETHER with the appurtenances and all the estate and rights of the parties of the first part in and to said premises;

TO HAVE AND TO HOLD the premises herein granted unto the party of the second part, the heirs or successors and assigns of the party of the second part forever,

AND the party of the first part covenants that the party of the first part has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as aforesaid.

AND the party of the first part, in compliance with Section 13 of the Lien Law, covenant that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose.

The word "party" shall be construed as if it read "parties" whenever the sense of this indenture so requires.

IN WITNESS WHEREOF, the parties of the first part have duly executed this deed the day and year first above written.

CERTIFICATE OF ACKNOWLEDGMENT
Individual Capacity within the State of New York for Real Property

State of New York

County of ss.:

On the day of in the year before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Individual Capacity Outside the State of New York for Real Property

State of

County of ss.:

On the day of in the year before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument and that such individual made such appearance before the undersigned in the (insert the city or other political subdivision and the State or country or other place the acknowledgment was taken).

EXHIBIT A

Party of the First Part:

Party of the Second Part:

Legal Description:

Enter text

What the Covenant Against Grantor's Acts Is and When It Applies

A Covenant Against Grantor's Acts is a real estate covenant typically included in deeds or settlement paperwork where the grantor promises that they will not take actions that impair the grantee's title, possession, or enjoyments of the property. It allocates risk between parties by creating a contractual obligation separate from warranty of title, and it can be used to limit future claims based on the grantor's conduct. The document is often recorded with the county land records to provide notice to third parties and to preserve statutory remedies under state property law.

Why a Covenant Protects Grantees and Transactions

Using a Covenant Against Grantor's Acts clarifies liability for future acts by the grantor and supports title stability for the grantee.

Why a Covenant Protects Grantees and Transactions

Who Prepares, Signs, and Benefits from This Covenant

Typical users include title companies, closing attorneys, sellers (grantors), and buyers (grantees) involved in property transfers.

  • Title companies and closing agents who want contractual assurances that a grantor will not encumber or otherwise interfere with title post-closing.
  • Buyers (grantees) seeking a private contractual protection in addition to statutory remedies and standard title insurance.
  • Sellers (grantors) and their counsel when the grantor agrees to limit future conduct to facilitate a sale or settlement.

The covenant works alongside title insurance and recording practices; parties often negotiate scope, duration, and remedies before execution.

Core Elements to Include in a Professional Covenant

A complete Covenant Against Grantor's Acts clearly defines the parties, property, prohibited grantor acts, effective dates, remedies, and recording instructions to ensure enforceability.

Parties

Identify grantor(s) and grantee(s) by full legal names and capacity to sign (individual, trustee, corporate officer) to avoid ambiguity.

Property Description

Use the legal description from the deed or parcel map rather than a street address; include county and recording references when available.

Prohibited Acts

Specify the conduct the grantor will not perform (create liens, transfer interests, alter access, grant easements) with measurable examples.

Duration

State whether the covenant is perpetual, for a fixed term, or conditioned on a triggering event such as a payoff or reconveyance.

Remedies

Define remedies (injunction, damages, specific performance) and whether attorney fees or liquidated damages apply after breach.

Recording Clause

Include instructions for recording and an explicit statement that recording provides notice to third parties of the covenant.

Essential Information to Provide on the Covenant

Grantor Name: Full legal name
Grantee Name: Full legal name
Legal Description: Recorded parcel description
Effective Date: MM/DD/YYYY
Scope: List of prohibited acts
Remedies: Remedy types stated

Step-by-Step: How to Complete and Record the Covenant

Follow this sequential checklist to prepare, execute, and record the covenant with minimal delays.

  • 01
    Prepare Document: Insert parties, property, scope, remedies, and recording clause.
  • 02
    Review Authority: Verify grantor signing authority and entity resolutions for corporate or trust grantors.
  • 03
    Execute and Notarize: Sign in presence of required witnesses and notary per state rules.
  • 04
    Record Instrument: Submit to county recorder with correct cover sheet and fee.

How to Set Up an Online Workflow for This Covenant

Configure a digital workflow to collect signatures, evidence intent, and capture a full audit trail before recording.

Field Configuration
Document Template Create reusable template with locked legal description field
Authentication Use email plus SMS code or advanced signer ID for high-value transfers
Conditional Fields Enable conditional signature blocks for grantors acting in multiple capacities
Audit Trail Capture IP, timestamp, and signer attribution for each signature

Technical Considerations for eSigning and eRecording

Choose a platform that supports secure authentication, tamper-evident PDFs, and export of signed documents for county recording.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace and storage systems reduce manual steps.
  • File Formats: Support PDF/A and DOCX export for recorder compatibility and archival.
  • Security: TLS 1.2/1.3 and AES-256 encryption for transit and rest ensure data protection.

Typical Digital Signing Flow for the Covenant

A clear digital signing flow helps prove intent and preserves the record for recording and dispute resolution.

  • Upload Document: Sender uploads final covenant to the signing platform
  • Assign Signers: Place signature, date, and initial fields for grantor and grantee
  • Authenticate Signers: Send email link with optional SMS or KBA step
  • Complete Signing: System generates signed PDF and certificate of completion

Common Preparation and Recording Pitfalls to Avoid

  • Using a street address instead of the recorded legal description can cause rejection by the county recorder and create title ambiguity.
  • Failing to verify the grantor's authority (e.g., missing corporate resolution) delays recording and may void enforceability against third parties.
  • Leaving remedies vague or unenforceable language may prevent injunctive relief and limit recovery to nominal damages only.
  • Not confirming witness and notary requirements for the recording jurisdiction can result in a defective instrument that must be re-executed.

Legal Risks If the Covenant Is Defective or Incorrect

Recording Rejection: Instrument rejected
Invalid Signature: Signature challenge possible
Title Risk: Third-party claims increase
Litigation Costs: Expensive dispute resolution
Equitable Relief Limits: Injunctions may be denied
Insurance Gaps: Title insurance may not cover contract breaches

Timelines and Typical Processing Expectations

Record and deliver the covenant promptly to preserve priorities; timelines vary by county recorder workload and method of submission.

Execution to Record:

Same day to 7 business days depending on local practice

eRecording Processing:

Often processed within 24–72 hours when electronically submitted

Paper Recording:

May take 5–15 business days based on mail and county backlog

Title Search Update:

Allow 1–3 business days after recording for title update

Dispute Period:

Statute of limitations varies; consult state law for specific deadlines

Key Milestones from Draft to Recorded Covenant

Numbered milestones show the typical sequence and expected actions from drafting to final recording.

01

Draft and Review

Prepare covenant language and obtain internal approvals

02

Authority Verification

Confirm signatory authority and necessary resolutions

03

Execution and Notarization

Sign, witness, and notarize per jurisdiction

04

Record and Confirm

Submit to recorder and obtain stamped instrument copy

Pricing and Feature Comparison for eSignature Platforms

Compare starter pricing and basic capabilities relevant to signing and recording covenants. signNow is listed first per vendor comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About the Covenant Against Grantor's Acts

Answers to common legal and practical questions about drafting, signing, recording, and enforcing this covenant.


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