A sale promise agreement (satış vaadi sözleşmesi) is a contract in which one or both parties commit to concluding a future sale of real property. It does not transfer ownership — that happens only at the land registry. But it does create a legally enforceable obligation, and when properly structured, it can effectively lock in the terms of a future transaction against third parties as well.
Formal Requirements
A sale promise agreement must be executed either before a notary or at the land registry office. A contract drawn up privately between the parties — even if signed and witnessed — is void as a matter of Turkish law. This is one of the most frequently encountered and most consequential errors in real estate practice: buyers who rely on a handwritten agreement have no enforceable claim to the property.
Land Registry Annotation
After notarial execution, the buyer should promptly apply to have the agreement annotated in the land registry (şerh). Once annotated, the agreement binds not only the seller but also anyone who subsequently acquires the property. The annotation is valid for five years.
Without annotation, the agreement remains binding between the original parties but has no effect on third parties. If the seller then sells to someone else, or a mortgage or lien is registered against the property, the unannotated buyer stands in line as an ordinary creditor — not as someone with a real right to the property.
The Buyer’s Remedies
If the Seller Refuses to Transfer
Where the seller fails or refuses to sign the title deed transfer at the land registry, the buyer has two options:
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Action for registration (tapu iptali ve tescil davası): the buyer asks the court to order the land registry to register title directly in the buyer’s name. The court essentially steps in for the seller. A ten-year prescription period applies from the date performance was due.
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Termination and damages: the buyer terminates the agreement and claims compensation for the losses suffered.
These two remedies are mutually exclusive — a buyer who elects one cannot simultaneously pursue the other. Choosing the wrong path has serious practical consequences, so timing and strategy matter.
Common Risks in Practice
Plain-written agreements: treating a notary visit as optional is a common and expensive mistake. Courts will not enforce obligations arising from unnotarised sale promise agreements.
Failure to annotate: even a validly notarised agreement gives limited protection if annotation is not registered. Sellers who sell the same property twice, or who allow liens to be registered, can render the first buyer’s position very difficult to defend.
Vague payment terms: agreements that specify the sale price without clearly stating payment schedule, conditions precedent, or delivery conditions frequently lead to disputes about whether the buyer’s obligations have been fulfilled before the seller’s duty to transfer arises.
Pre-existing encumbrances: before signing, buyers should obtain a current land registry extract and verify that the property is free of mortgages, injunctions, and prior annotations. A seller can validly promise to transfer encumbered land; what the buyer receives is only as good as what the seller has to give.
Frequently Asked Questions
Is a notarial sale promise agreement the same as transferring ownership? No. The agreement creates an obligation to complete a future sale. Ownership passes only when the title deed is signed before the land registry officer and the transfer is formally registered. The sale promise agreement is the preliminary commitment; the land registry transfer is the final step.
How long does a land registry annotation remain valid? Five years from the date of annotation. After that, the annotation lapses and the protection against third parties disappears. If the transaction has not been completed within five years, the buyer should either renegotiate and re-annotate, or initiate the registration action before the prescription period expires.
Can the seller annotate the property with a mortgage after the sale promise has been registered? Where the sale promise annotation has already been registered, subsequent encumbrances or transfers cannot take priority over the buyer’s annotated right. This is the primary value of prompt annotation: it freezes the priority position in the land registry.
What if I paid a deposit and the seller now refuses to proceed? A deposit (kapora) does not substitute for a notarial sale promise agreement. If you paid a deposit under an informal arrangement and the seller refuses, your claim is for the return of the deposit and potentially damages — not for compulsory transfer of the property, because there is no valid agreement on which a registration action can be based.