Texas 2025 - 89th Regular

Texas House Bill HB4063 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	89R23193 SCR-D
2		-	By: Ordaz, Hayes H.B. No. 4063
3		-	Substitute the following for H.B. No. 4063:
4		-	By: Button C.S.H.B. No. 4063
	1	+	89R4931 SCR-D
	2	+	By: Ordaz H.B. No. 4063
5	3
6	4
7	5
8	6
9	7		A BILL TO BE ENTITLED
10	8		AN ACT
11	9		relating to the filing and release of record of a unilateral
12	10		memorandum of contract concerning residential property.
13	11		BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
14	12		SECTION 1. Chapter 12, Property Code, is amended by adding
15	13		Section 12.020 to read as follows:
16	14		Sec. 12.020. FILING AND RELEASE OF UNILATERAL MEMORANDUM OF
17	15		CONTRACT CONCERNING RESIDENTIAL PROPERTY. (a) In this section:
18	16		(1) "Residential property" means the real property and
19	17		existing improvements for a single-family house, duplex, triplex,
20	18		or quadruplex or a unit in a multiunit structure used for
21	19		residential purposes in which title to the individual units is
22	20		transferred to the owners under a condominium system.
23	21		(2) "Unilateral memorandum of contract" means a
24	22		written document that is signed only by a person who is not an owner
25		-	of the residential property and asserts that the person has entered
26		-	into a contract with an owner of residential property for the
27		-	purchase of an interest in the property, for an option to purchase
28		-	an interest in the property, for a right of first refusal or first
29		-	offer to purchase an interest in the property, or for a right to
30		-	match any offer to purchase an interest in the property. The term
31		-	does not include a deed or a document granting a right of first
32		-	refusal pursuant to a condominium declaration.
	23	+	of the real property and asserts that the person has entered into a
	24	+	contract with an owner of real property for the option to purchase
	25	+	an interest in the property or for a right of first refusal or first
	26	+	offer to purchase an interest in the property. The term does not
	27	+	include a deed or a document granting a right of first refusal
	28	+	pursuant to a condominium declaration.
33	29		(b) A person who files for recording a unilateral memorandum
34	30		of contract concerning residential property shall:
35	31		(1) provide to the county clerk the person's mailing
36	32		address and a certificate of mailing that substantially complies
37	33		with Subsection (h) for recording with the unilateral memorandum of
38	34		contract; and
39	35		(2) not later than the date the person files the
40	36		memorandum with the county clerk, send a copy of the filed
41	37		memorandum and a letter notifying the owner of the property of the
42	38		filing of the memorandum by registered or certified mail, return
43	39		receipt requested, to:
44	40		(A) the address of the property; and
45	41		(B) any mailing address shown for the owner on
46	42		the filed memorandum, in the real property records for the
47	43		property, or in the records of the relevant appraisal district with
48	44		respect to the property.
49	45		(c) An owner of residential property who receives a letter
50		-	described by Subsection (b) or otherwise has notice of a recorded
51		-	unilateral memorandum of contract concerning the property may file
52		-	for recording in the real property records of the county in which
53		-	the property is located:
	46	+	described by Subsection (b) may file for recording in the real
	47	+	property records of the county in which the property is located:
54	48		(1) an affidavit that substantially complies with
55	49		Subsection (i); and
56	50		(2) a certificate of mailing that substantially
57	51		complies with Subsection (j).
58	52		(d) An owner of residential property who files an affidavit
59	53		under Subsection (c) shall send a copy of the filed affidavit and a
60	54		letter notifying the person who filed the unilateral memorandum of
61	55		contract of the filing of the affidavit. The letter and the copy of
62	56		the affidavit must be sent by registered or certified mail, return
63	57		receipt requested, to:
64	58		(1) the address provided to the county clerk by the
65	59		person who filed the memorandum; and
66	60		(2) the address of any other person referenced in the
67	61		memorandum other than the property owner.
68	62		(e) Subject to Subsection (f) and except as provided by
69	63		Subsection (g):
70	64		(1) an affidavit filed under Subsection (c) serves as
71		-	a release of record of a contract, option, or right asserted to
72		-	exist by the unilateral memorandum of contract referenced in the
73		-	affidavit; and
	65	+	a release of record of an option or right asserted to exist by the
	66	+	unilateral memorandum of contract referenced in the affidavit; and
74	67		(2) after the affidavit is recorded:
75	68		(A) the memorandum and any information derived or
76	69		that could be derived from the memorandum does not:
77	70		(i) constitute constructive or actual
78	71		notice of any contract, option, or right concerning the residential
79	72		property that is asserted to exist by the memorandum;
80	73		(ii) create any duty of inquiry in a person
81	74		with respect to the residential property described in the
82	75		memorandum; or
83	76		(iii) affect the validity of a conveyance
84	77		to a purchaser for value or of a mortgage to a lender for value;
85	78		(B) a contract, option, or right asserted to
86	79		exist by the memorandum is not enforceable against a purchaser or
87	80		lender described by Paragraph (A)(iii), regardless of whether the
88	81		purchaser or lender knew of the memorandum; and
89	82		(C) an interest in the residential property may
90	83		be transferred or encumbered free of all interests asserted in the
91	84		memorandum.
92	85		(f) If an owner of residential property has filed an
93	86		affidavit and certificate of mailing under Subsection (c) and a
94	87		contradicting affidavit is not filed under Subsection (g):
95	88		(1) a bona fide purchaser or a mortgagee for value or a
96	89		successor or assign of a bona fide purchaser or mortgagee for value
97	90		may rely conclusively on the affidavit filed by the owner under
98	91		Subsection (c) on and after the 45th day after the date the
99	92		certificate of mailing was recorded; and
100	93		(2) the sole remedy available in an action brought to
101	94		enforce a person's rights asserted under the unilateral memorandum
102	95		of contract referenced in the affidavit is money damages.
103	96		(g) An affidavit filed under Subsection (c) does not serve
104		-	as a release of record of ~~a contract,~~ option, or right asserted to
105		-	~~exist by a~~ unilateral memorandum of contract filed for recording
106		-	~~under this~~ section with respect to a purchaser or mortgagee of the
107		-	~~residential~~ property that acquires the purchaser's or mortgagee's
108		-	~~interest from~~ the owner if, not later than the 45th day after the
109		-	~~date a~~ certificate of mailing was recorded under Subsection (c),
110		-	~~the~~ person who filed the memorandum files for recording in the real
	97	+	as a release of record of an option or right asserted to exist by a
	98	+	unilateral memorandum of contract filed for recording under this
	99	+	section with respect to a purchaser or mortgagee of the residential
	100	+	property that acquires the purchaser's or mortgagee's interest from
	101	+	the owner if, not later than the 45th day after the date a
	102	+	certificate of mailing was recorded under Subsection (c), the
	103	+	person who filed the memorandum files for recording in the real
111	104		property records of the county in which the residential property is
112	105		located a contradicting affidavit asserting that:
113	106		(1) the affidavit or certificate of mailing filed by
114	107		the owner under Subsection (c) is untrue; or
115	108		(2) another reason exists as to why the memorandum
116		-	serves as a valid notice of record of a contract for the purchase of
117		-	an interest in residential property, for an option to purchase an
118		-	interest in the property, for a right of first refusal or first
119		-	offer to purchase an interest in the property, or for a right to
120		-	match any offer to purchase an interest in the property.
	109	+	serves as a valid notice of record of a contract for an option to
	110	+	purchase an interest in the property or a right of first refusal or
	111	+	first offer to purchase an interest in the property.
121	112		(h) A certificate of mailing filed under Subsection (b) must
122	113		be in substantially the following form:
123	114		CERTIFICATE OF MAILING OF NOTICE OF FILED UNILATERAL MEMORANDUM OF
124	115		CONTRACT
125	116		Before me, the undersigned authority, on this day personally
126	117		appeared __________ ("Affiant(s)") (insert name(s) of Affiant(s))
127	118		who, being first duly sworn, upon oath state(s):
128	119		(1) My name is/Our names are __________ (insert
129	120		name(s) of Affiant(s)).
130	121		(2) On the ____ day of __________, 20__, Affiant(s)
131		-	caused a Unilateral Memorandum of Contract asserting the existence
132		-	of a contract for the purchase of an interest in residential
133		-	property, for an option to purchase an interest in residential
134		-	property, for a right of first refusal or first offer to purchase an
135		-	interest in residential property, or for a right to match any offer
136		-	for the purchase of an interest in residential property
137		-	("Property") to be recorded in __________ (refer to affidavit
138		-	recording information) ("Memorandum").
	122	+	caused a Unilateral Memorandum of Contract asserting an option to
	123	+	purchase an interest in residential property or a right of first
	124	+	refusal or first offer to purchase an interest in residential
	125	+	property ("Property") to be recorded in __________ (refer to
	126	+	affidavit recording information) ("Memorandum").
139	127		(3) On the ____ day of __________, 20__, Affiant(s)
140	128		sent a copy of the Memorandum and a letter notifying the owner of
141	129		the residential property referenced in the Memorandum ("Property")
142	130		of the filing of the Memorandum, by registered or certified mail,
143	131		return receipt requested, to:
144	132		(A) the address of the Property; and
145	133		(B) any mailing address shown for the owner of
146	134		the Property on the Memorandum, in the real property records for the
147	135		Property, or in the records of the relevant appraisal district with
148	136		respect to the Property.
149	137		(4) Attached to this certificate are:
150	138		(A) a true and correct copy of the letter
151	139		described by Subdivision (3) of this certificate; and
152	140		(B) proof of mailing of the letter as described
153	141		by Subdivision (3) of this certificate.
154	142		Signed on the _____ day of __________, 20_____.
155	143		____________________
156	144		____________________
157	145		(Signature of Affiant(s))
158	146		State of __________
159	147		County of __________
160	148		SWORN TO AND SUBSCRIBED before me on the _________ day of
161	149		__________, 20___.
162	150		My commission expires:
163	151		______________________
164	152		______________________________
165	153		Notary Public, State of Texas
166	154		Notary's printed name:
167	155		_____________________________
168	156		(i) An affidavit filed under Subsection (c) must be in
169	157		substantially the following form:
170	158		AFFIDAVIT FOR RELEASE OF UNILATERAL MEMORANDUM OF CONTRACT
171	159		Before me, the undersigned authority, on this day personally
172	160		appeared __________ ("Affiant(s)") (insert name(s) of Affiant(s))
173	161		who, being first duly sworn, upon oath state(s):
174	162		(1) My name is/Our names are __________ (insert
175	163		name(s) of Affiant(s)). I/We own the following described
176	164		residential property ("Property"):
177	165		(describe the residential property)
178	166		(2) This affidavit is made for the purpose of
179		-	effecting a release of a contract for the purchase of an interest in
180		-	the Property, an option to purchase an interest in the Property, a
181		-	right of first refusal or first offer to purchase an interest in the
182		-	Property, or a right to match any offer to purchase an interest in
183		-	the Property under a contract asserted to exist by that unilateral
184		-	memorandum of contract recorded in __________ (refer to recording
185		-	information of unilateral memorandum of contract) ("Unilateral
186		-	Memorandum of Contract").
	167	+	effecting a release of an option to purchase an interest in the
	168	+	Property or a right of first refusal or first offer to purchase an
	169	+	interest in the Property under a contract asserted to exist by that
	170	+	unilateral memorandum of contract recorded in __________ (refer to
	171	+	recording information of unilateral memorandum of contract)
	172	+	("Unilateral Memorandum of Contract").
187	173		(3) The factual basis for this affidavit is:
188	174		(describe the relevant facts)
189		-	(4) This affidavit serves as a release of any contract
190		-	for the purchase of an interest in the Property, option to purchase
191		-	an interest in the Property, right of first refusal or first offer
192		-	to purchase an interest in the Property, or right to match any offer
193		-	to purchase an interest in the Property under the contract asserted
194		-	to exist by the Unilateral Memorandum of Contract in accordance
195		-	with Section 12.020, Property Code.
	175	+	(4) This affidavit serves as a release of any option to
	176	+	purchase an interest in the Property or right of first refusal or
	177	+	first offer to purchase an interest in the Property under the
	178	+	contract asserted to exist by the Unilateral Memorandum of Contract
	179	+	in accordance with Section 12.020, Property Code.
196	180		Signed on this _____ day of __________, _____.
197	181		____________________
198	182		____________________
199	183		(Signature of Affiant(s))
200	184		State of __________
201	185		County of __________
202	186		SWORN TO AND SUBSCRIBED before me on the _________ day of
203	187		__________, 20___.
204	188		My commission expires:
205	189		______________________
206	190		_______________________________
207	191		Notary Public, State of Texas
208	192		Notary's printed name:
209	193		________________________________
210	194		(j) A certificate of mailing filed under Subsection (c) must
211	195		be in substantially the following form:
212	196		CERTIFICATE OF MAILING OF AFFIDAVIT FOR RELEASE OF UNILATERAL
213	197		MEMORANDUM OF CONTRACT
214	198		Before me, the undersigned authority, on this day personally
215	199		appeared __________ ("Affiant(s)") (insert name(s) of Affiant(s))
216	200		who, being first duly sworn, upon oath state(s):
217	201		(1) My name is/Our names are __________ (insert
218	202		name(s) of Affiant(s)).
219	203		(2) On the ____ day of __________, 20__, Affiant(s)
220	204		caused an Affidavit for Release of UNILATERAL MEMORANDUM OF
221	205		CONTRACT to be recorded in __________ (refer to affidavit recording
222	206		information) ("Affidavit").
223	207		(3) On the ____ day of __________, 20__, Affiant(s)
224	208		sent a copy of the Affidavit and a letter notifying the person who
225	209		filed the Unilateral Memorandum of Contract referenced in the
226	210		Affidavit ("Memorandum") of the Affiant's/Affiants' claim for the
227	211		filing and release of the Affidavit, by registered or certified
228	212		mail, return receipt requested, to:
229	213		(A) the address of the person who filed the
230	214		Memorandum, as provided to the county clerk; and
231	215		(B) the address of any other person referenced in
232	216		the Memorandum.
233	217		(4) Attached to this certificate are:
234	218		(A) a true and correct copy of the letter
235	219		described by Subdivision (3) of this certificate; and
236	220		(B) proof of mailing of the letter as described
237	221		by Subdivision (3) of this certificate.
238	222		Signed on the _____ day of __________, 20_____.
239	223		____________________
240	224		____________________
241	225		(Signature of Affiant(s))
242	226		State of __________
243	227		County of __________
244	228		SWORN TO AND SUBSCRIBED before me on the _________ day of
245	229		__________, 20___.
246	230		My commission expires:
247	231		____________________
248	232		_______________________________
249	233		Notary Public, State of Texas
250	234		Notary's printed name:
251	235		_______________________________
252	236		(k) If a unilateral memorandum of contract filed for
253	237		recording on or after September 1, 2025, does not comply with
254	238		Subsection (b):
255	239		(1) the memorandum and any information derived or that
256	240		could be derived from the memorandum does not:
257	241		(A) constitute constructive or actual notice of
258	242		any contract, option, or right concerning the residential property
259	243		that is asserted to exist by the memorandum;
260	244		(B) create any duty of inquiry in a person with
261	245		respect to the residential property described in the memorandum; or
262	246		(C) affect the validity of a conveyance to a
263	247		purchaser for value or of a mortgage to a lender for value;
264	248		(2) a contract, option, or right asserted to exist by
265	249		the memorandum is not enforceable against a purchaser or lender
266	250		described by Subdivision (1)(C), regardless of whether the
267	251		purchaser or lender knew of the memorandum;
268	252		(3) an interest in the residential property may be
269	253		transferred or encumbered free of all interests asserted in the
270	254		memorandum; and
271	255		(4) the sole remedy available in an action brought to
272	256		enforce a person's rights asserted under the unilateral memorandum
273	257		of contract referenced in the affidavit is money damages.
274	258		SECTION 2. This Act takes effect September 1, 2025.