Oregon Memorandum of Land Sale Contract

What a Memorandum of Land Sale Contract Is

A land sale contract (a.k.a. contract for deed) is where the seller finances the buyer directly, but keeps legal title until the buyer completes payments.

Instead of recording the full contract (which can be long and contain private terms), parties often record a memorandum.

The memorandum serves as public notice that a buyer has an equitable interest in the property, without disclosing all contract details.

Oregon Law – Requirements & Uses
Statutory Basis
ORS 93.640 requires that conveyances of interests in real property be recorded to give notice to third parties.
ORS 93.030 defines “conveyance” to include contracts for the sale of land.
Thus, recording a memorandum provides constructive notice of the buyer’s rights without putting the entire contract in public records.

Uses
To protect the buyer’s equitable interest against third parties (creditors, later purchasers, lenders).
To avoid disclosure of the financial terms of the contract while still securing priority.
To satisfy title insurers and lenders, who typically require evidence that the buyer’s interest is of record.

Content Requirements (Typical)
Names of seller (vendor) and buyer (vendee).
Legal description of the property.
Date of the underlying land sale contract.
Statement that the parties have entered into a contract for sale of the property.
Recording information for reference.
Signatures of both parties notarized (ORS 93.410 requires acknowledgment for recordation).

True Consideration Requirement: ORS 93.030 and ORS 93.140 require that a conveyance instrument state the true and actual consideration paid for the property.
For a memorandum of land sale contract, this is usually expressed as:
The purchase price (sometimes stated in full), or
At minimum, a recital such as “for valuable consideration,” although many counties (including Multnomah & Washington) may require a declaration of actual purchase price for tax and fee purposes.

Washington County and Multnomah County transfer tax forms also require disclosure of the purchase price or exemption code when recording.

Key Practical Points
A memorandum does not convey fee ownership, so it may be exempt from transfer tax if recorded solely to give notice (see Washington County Code § 3.04.040).

Recording is strongly recommended to protect the buyer’s equitable interest.
Failure to state true consideration could lead to issues with recording or even tax penalties.
The full land sale contract may still need to be produced in litigation or foreclosure, but it does not have to be public record at the outset.