89R23193 SCR-D
By: Ordaz, Hayes H.B. No. 4063
Substitute the following for H.B. No. 4063:
By: Button C.S.H.B. No. 4063
A BILL TO BE ENTITLED
AN ACT
relating to the filing and release of record of a unilateral
memorandum of contract concerning residential property.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Chapter 12, Property Code, is amended by adding
Section 12.020 to read as follows:
Sec. 12.020. FILING AND RELEASE OF UNILATERAL MEMORANDUM OF
CONTRACT CONCERNING RESIDENTIAL PROPERTY. (a) In this section:
(1) "Residential property" means the real property and
existing improvements for a single-family house, duplex, triplex,
or quadruplex or a unit in a multiunit structure used for
residential purposes in which title to the individual units is
transferred to the owners under a condominium system.
(2) "Unilateral memorandum of contract" means a
written document that is signed only by a person who is not an owner
of the residential property and asserts that the person has entered
into a contract with an owner of residential property for the
purchase of an interest in the property, for an option to purchase
an interest in the property, for a right of first refusal or first
offer to purchase an interest in the property, or for a right to
match any offer to purchase an interest in the property. The term
does not include a deed or a document granting a right of first
refusal pursuant to a condominium declaration.
(b) A person who files for recording a unilateral memorandum
of contract concerning residential property shall:
(1) provide to the county clerk the person's mailing
address and a certificate of mailing that substantially complies
with Subsection (h) for recording with the unilateral memorandum of
contract; and
(2) not later than the date the person files the
memorandum with the county clerk, send a copy of the filed
memorandum and a letter notifying the owner of the property of the
filing of the memorandum by registered or certified mail, return
receipt requested, to:
(A) the address of the property; and
(B) any mailing address shown for the owner on
the filed memorandum, in the real property records for the
property, or in the records of the relevant appraisal district with
respect to the property.
(c) An owner of residential property who receives a letter
described by Subsection (b) or otherwise has notice of a recorded
unilateral memorandum of contract concerning the property may file
for recording in the real property records of the county in which
the property is located:
(1) an affidavit that substantially complies with
Subsection (i); and
(2) a certificate of mailing that substantially
complies with Subsection (j).
(d) An owner of residential property who files an affidavit
under Subsection (c) shall send a copy of the filed affidavit and a
letter notifying the person who filed the unilateral memorandum of
contract of the filing of the affidavit. The letter and the copy of
the affidavit must be sent by registered or certified mail, return
receipt requested, to:
(1) the address provided to the county clerk by the
person who filed the memorandum; and
(2) the address of any other person referenced in the
memorandum other than the property owner.
(e) Subject to Subsection (f) and except as provided by
Subsection (g):
(1) an affidavit filed under Subsection (c) serves as
a release of record of a contract, option, or right asserted to
exist by the unilateral memorandum of contract referenced in the
affidavit; and
(2) after the affidavit is recorded:
(A) the memorandum and any information derived or
that could be derived from the memorandum does not:
(i) constitute constructive or actual
notice of any contract, option, or right concerning the residential
property that is asserted to exist by the memorandum;
(ii) create any duty of inquiry in a person
with respect to the residential property described in the
memorandum; or
(iii) affect the validity of a conveyance
to a purchaser for value or of a mortgage to a lender for value;
(B) a contract, option, or right asserted to
exist by the memorandum is not enforceable against a purchaser or
lender described by Paragraph (A)(iii), regardless of whether the
purchaser or lender knew of the memorandum; and
(C) an interest in the residential property may
be transferred or encumbered free of all interests asserted in the
memorandum.
(f) If an owner of residential property has filed an
affidavit and certificate of mailing under Subsection (c) and a
contradicting affidavit is not filed under Subsection (g):
(1) a bona fide purchaser or a mortgagee for value or a
successor or assign of a bona fide purchaser or mortgagee for value
may rely conclusively on the affidavit filed by the owner under
Subsection (c) on and after the 45th day after the date the
certificate of mailing was recorded; and
(2) the sole remedy available in an action brought to
enforce a person's rights asserted under the unilateral memorandum
of contract referenced in the affidavit is money damages.
(g) An affidavit filed under Subsection (c) does not serve
as a release of record of a contract, option, or right asserted to
exist by a unilateral memorandum of contract filed for recording
under this section with respect to a purchaser or mortgagee of the
residential property that acquires the purchaser's or mortgagee's
interest from the owner if, not later than the 45th day after the
date a certificate of mailing was recorded under Subsection (c),
the person who filed the memorandum files for recording in the real
property records of the county in which the residential property is
located a contradicting affidavit asserting that:
(1) the affidavit or certificate of mailing filed by
the owner under Subsection (c) is untrue; or
(2) another reason exists as to why the memorandum
serves as a valid notice of record of a contract for the purchase of
an interest in residential property, for an option to purchase an
interest in the property, for a right of first refusal or first
offer to purchase an interest in the property, or for a right to
match any offer to purchase an interest in the property.
(h) A certificate of mailing filed under Subsection (b) must
be in substantially the following form:
CERTIFICATE OF MAILING OF NOTICE OF FILED UNILATERAL MEMORANDUM OF
CONTRACT
Before me, the undersigned authority, on this day personally
appeared __________ ("Affiant(s)") (insert name(s) of Affiant(s))
who, being first duly sworn, upon oath state(s):
(1) My name is/Our names are __________ (insert
name(s) of Affiant(s)).
(2) On the ____ day of __________, 20__, Affiant(s)
caused a Unilateral Memorandum of Contract asserting the existence
of a contract for the purchase of an interest in residential
property, for an option to purchase an interest in residential
property, for a right of first refusal or first offer to purchase an
interest in residential property, or for a right to match any offer
for the purchase of an interest in residential property
("Property") to be recorded in __________ (refer to affidavit
recording information) ("Memorandum").
(3) On the ____ day of __________, 20__, Affiant(s)
sent a copy of the Memorandum and a letter notifying the owner of
the residential property referenced in the Memorandum ("Property")
of the filing of the Memorandum, by registered or certified mail,
return receipt requested, to:
(A) the address of the Property; and
(B) any mailing address shown for the owner of
the Property on the Memorandum, in the real property records for the
Property, or in the records of the relevant appraisal district with
respect to the Property.
(4) Attached to this certificate are:
(A) a true and correct copy of the letter
described by Subdivision (3) of this certificate; and
(B) proof of mailing of the letter as described
by Subdivision (3) of this certificate.
Signed on the _____ day of __________, 20_____.
____________________
____________________
(Signature of Affiant(s))
State of __________
County of __________
SWORN TO AND SUBSCRIBED before me on the _________ day of
__________, 20___.
My commission expires:
______________________
______________________________
Notary Public, State of Texas
Notary's printed name:
_____________________________
(i) An affidavit filed under Subsection (c) must be in
substantially the following form:
AFFIDAVIT FOR RELEASE OF UNILATERAL MEMORANDUM OF CONTRACT
Before me, the undersigned authority, on this day personally
appeared __________ ("Affiant(s)") (insert name(s) of Affiant(s))
who, being first duly sworn, upon oath state(s):
(1) My name is/Our names are __________ (insert
name(s) of Affiant(s)). I/We own the following described
residential property ("Property"):
(describe the residential property)
(2) This affidavit is made for the purpose of
effecting a release of a contract for the purchase of an interest in
the Property, an option to purchase an interest in the Property, a
right of first refusal or first offer to purchase an interest in the
Property, or a right to match any offer to purchase an interest in
the Property under a contract asserted to exist by that unilateral
memorandum of contract recorded in __________ (refer to recording
information of unilateral memorandum of contract) ("Unilateral
Memorandum of Contract").
(3) The factual basis for this affidavit is:
(describe the relevant facts)
(4) This affidavit serves as a release of any contract
for the purchase of an interest in the Property, option to purchase
an interest in the Property, right of first refusal or first offer
to purchase an interest in the Property, or right to match any offer
to purchase an interest in the Property under the contract asserted
to exist by the Unilateral Memorandum of Contract in accordance
with Section 12.020, Property Code.
Signed on this _____ day of __________, _____.
____________________
____________________
(Signature of Affiant(s))
State of __________
County of __________
SWORN TO AND SUBSCRIBED before me on the _________ day of
__________, 20___.
My commission expires:
______________________
_______________________________
Notary Public, State of Texas
Notary's printed name:
________________________________
(j) A certificate of mailing filed under Subsection (c) must
be in substantially the following form:
CERTIFICATE OF MAILING OF AFFIDAVIT FOR RELEASE OF UNILATERAL
MEMORANDUM OF CONTRACT
Before me, the undersigned authority, on this day personally
appeared __________ ("Affiant(s)") (insert name(s) of Affiant(s))
who, being first duly sworn, upon oath state(s):
(1) My name is/Our names are __________ (insert
name(s) of Affiant(s)).
(2) On the ____ day of __________, 20__, Affiant(s)
caused an Affidavit for Release of UNILATERAL MEMORANDUM OF
CONTRACT to be recorded in __________ (refer to affidavit recording
information) ("Affidavit").
(3) On the ____ day of __________, 20__, Affiant(s)
sent a copy of the Affidavit and a letter notifying the person who
filed the Unilateral Memorandum of Contract referenced in the
Affidavit ("Memorandum") of the Affiant's/Affiants' claim for the
filing and release of the Affidavit, by registered or certified
mail, return receipt requested, to:
(A) the address of the person who filed the
Memorandum, as provided to the county clerk; and
(B) the address of any other person referenced in
the Memorandum.
(4) Attached to this certificate are:
(A) a true and correct copy of the letter
described by Subdivision (3) of this certificate; and
(B) proof of mailing of the letter as described
by Subdivision (3) of this certificate.
Signed on the _____ day of __________, 20_____.
____________________
____________________
(Signature of Affiant(s))
State of __________
County of __________
SWORN TO AND SUBSCRIBED before me on the _________ day of
__________, 20___.
My commission expires:
____________________
_______________________________
Notary Public, State of Texas
Notary's printed name:
_______________________________
(k) If a unilateral memorandum of contract filed for
recording on or after September 1, 2025, does not comply with
Subsection (b):
(1) the memorandum and any information derived or that
could be derived from the memorandum does not:
(A) constitute constructive or actual notice of
any contract, option, or right concerning the residential property
that is asserted to exist by the memorandum;
(B) create any duty of inquiry in a person with
respect to the residential property described in the memorandum; or
(C) affect the validity of a conveyance to a
purchaser for value or of a mortgage to a lender for value;
(2) a contract, option, or right asserted to exist by
the memorandum is not enforceable against a purchaser or lender
described by Subdivision (1)(C), regardless of whether the
purchaser or lender knew of the memorandum;
(3) an interest in the residential property may be
transferred or encumbered free of all interests asserted in the
memorandum; and
(4) the sole remedy available in an action brought to
enforce a person's rights asserted under the unilateral memorandum
of contract referenced in the affidavit is money damages.
SECTION 2. This Act takes effect September 1, 2025.