New York Consolidated Laws

N.Y. Real Property Law § 294 (2026)

Recording executory contracts and powers of attorney

✓ current as of May 2026

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§ 294. Recording executory contracts and powers of attorney.  1. An
executory contract for the sale, purchase or exchange of real property,
or an instrument canceling such a contract, or an instrument containing
a power to convey real property, as the agent or attorney for the owner
of the property, acknowledged or proved, and certified, in the manner to
entitle a conveyance to be recorded, may be recorded in the office of
the recording officer of any county in which any of the real property to
which it relates is situated, and such recording officer shall, upon the
request of any party, on tender of the lawful fees therefor, record the
same in his said office.
  2. In lieu of the recording of an executory contract, there may be
recorded a memorandum thereof, executed by the parties, and acknowledged
or proved, and certified, in the manner to entitle a conveyance to be
recorded, containing at least the following information with respect to
the contract: the names of the parties to the contract, the time fixed
by the contract for the conveyance of title, and a description of the
property. The executory contract shall be deemed duly recorded upon the
recording of a memorandum in conformity with this subdivision.
  If the purchaser is entitled to possession of the property under the
terms of the contract, the memorandum must so state. The provisions of
article eleven of the tax law shall not be applicable to an executory
contract for the sale, purchase or exchange of real property, or
memorandum thereof, unless the contract provides that the purchaser is
entitled to possession of the property.
  3. Every executory contract for the sale, purchase or exchange of real
property not recorded as provided in this section shall be void as
against any person who subsequently purchases or acquires by exchange or
contracts to purchase or acquire by exchange, the same real property or
any portion thereof, or acquires by assignment the rent to accrue
therefrom as provided in section two hundred ninety-four-a of the real
property law, in good faith and for a valuable consideration, from the
same vendor or assignor, his distributees or devisees, and whose
conveyance, contract or assignment is first duly recorded, and shall be
void as against the lien upon the same real property or any portion
thereof arising from payments made upon the execution of or pursuant to
the terms of a contract with the same vendor, his distributees or
devisees, if such contract is made in good faith and is first duly
recorded.
  4. (a) Where an executory contract is duly recorded as provided in
this section the right of the purchaser to performance of the contract
is enforceable against a person who, subsequent to the recording and
while the recording is effective as provided in this section, purchases
or acquires by exchange the same real property or any part thereof, from
the same vendor, his distributees or devisees.
  (b) If the recorded contract provides for payments made or to be made
by the purchaser before conveyance of title, including payments made at
the execution of the contract, or if the recorded memorandum states that
the contract so provides, the lien of the purchaser arising from any
such payments actually made is enforceable against any such person
described in paragraph (a) to the extent of such payments, not exceeding
the total amount specified in the recorded contract or memorandum, and
is so enforceable without regard to any notice of the estate or interest
of such person.
  5. The recording of the executory contract or memorandum shall be
effective for the purposes of subdivision four up to and including the
thirtieth day after the day fixed by the contract for the conveyance of
title. An agreement extending the time for the conveyance of title,
acknowledged or proved, and certified, in the manner to entitle a
conveyance to be recorded, may be recorded, and the recording shall be
effective up to and including the thirtieth day after the day fixed by
such agreement for the conveyance of title.
  6. An executory contract or memorandum thereof shall not be deemed
recorded as provided in this section if it is recorded more than one
year previous to the date on which the vendor acquired title to the real
property to which the contract relates.
  An executory contract recorded before the date when the vendor
acquired title shall not be deemed recorded as provided in this section
as against a person to whom the real property is conveyed or contracted
to be sold or exchanged, by a conveyance or contract which is part of
the transaction in which the vendor acquired title.
  7. An option to purchase or lease real property shall be deemed an
executory contract within the meaning of this section, except that the
recording of the option agreement shall be effective only up to and
including the thirtieth day after the last day fixed by the agreement
for the exercise of the option. If the option is exercised in accordance
with the terms of the option agreement, the optionee may extend the
effectiveness of the recording of the option agreement to and including
the thirtieth day after the day fixed pursuant to the option agreement
for the conveyance of title or the execution and delivery of the lease,
as the case may be, by recording, within thirty days after the last day
fixed by the option agreement for the exercise of the option, a written
declaration executed by the optionor and the optionee, or by the
optionee alone, and acknowledged or proved and certified in the manner
to entitle a conveyance to be recorded, stating that the said option has
been duly exercised and setting forth the day fixed pursuant to the
option agreement for the conveyance of title or the execution and
delivery of the lease, as the case may be. In the event that such
declaration is executed by the optionee alone, it shall be verified by
the optionee and shall also set forth the time and manner in which such
option was exercised and, if the last day for the conveyance of title or
the execution and delivery of the lease is not specified in the option
agreement, the extension of the effectiveness of the recording of the
option agreement shall in no event exceed ninety days from the date of
the recording of such declaration.
  8. (a) After the recording of an executory contract or memorandum has
ceased to be effective as provided in subdivision five, or the recording
of an option to purchase or lease real property has ceased to be
effective as provided in subdivision seven, such executory contract,
memorandum or option shall be (1) void as against a subsequent purchaser
in good faith and for a valuable consideration, who has no other notice
of an estate or interest of the contract vendee or optionee in the
premises to which such contract, memorandum or option refers, or of any
claim thereof, and (2) ineffective to give notice to such subsequent
purchaser of any estate or interest of the contract vendee or optionee
in such premises, or of any claim thereof, or to create any duty of
inquiry with respect thereto.
  (b) For the purposes of this subdivision, "purchaser" includes a
person who purchases or acquires by exchange or contracts to purchase or
acquire by exchange the same premises or any portion thereof or estate
or interest therein, or acquires by assignment the rent to accrue from
tenancies or subtenancies thereof in existence at the time of the
assignment.

Notes of Decisions

Cited in 16 cases (1 in the last 5 years), 1989–2026 · leading case: Vanderbilt Brookland, LLC v. Vanderbilt Myrtle, Inc., 147 A.D.3d 1106 (N.Y. App. Div. 2017).

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Vanderbilt Brookland, LLC v. Vanderbilt Myrtle, Inc., 147 A.D.3d 1106 (N.Y. App. Div. 2017). · cites it 2× “Rather, in April of 2014, it recorded a memorandum of the purchase and sale agreement and the assignment pursuant to Real Property Law § 294 (2). While we disagree with the Supreme Court’s determination that the memorandum, in effect, constituted a modification of the purchase…”

Bogoni v. Friedlander, 197 A.D.2d 281 (N.Y. App. Div. 1994). · cites it 2× “Merely because the contract of sale was amended on *288 the date of closing to encompass additional details and to comply with the formalities to make it recordable (Real Property Law § 294) does not render the original contract of sale void ab initio.”

2386 Creston Avenue Realty, LLC v. M-P-M Mgmt. Corp., 58 A.D.3d 158 (N.Y. App. Div. 2008). “Real Property Law § 294 (3) provides that “[e]very executory contract for the sale .”

Berger v. Polizzotto, 148 A.D.2d 651 (N.Y. App. Div. 1989). “The record reveals that the plaintiffs did not record their contract of sale or a memorandum thereof (see, Real Property Law § 294), nor did they timely file a lis pendens (cf.”

West 56th & 57th Street Corp. v. Lola Pearl, 242 A.D.2d 508 (N.Y. App. Div. 1997). “The earlier “interim lease” entered into before the filing of the notice of pendency, under which defendant was to pay no rent in exchange for her renovating the apartment at her own expense, was correctly held to be an unenforceable agreement to agree on a later lease that was,…”

Black River Assocs. v. Newman, 218 A.D.2d 273 (N.Y. App. Div. 1996). “3 ****8 Having acquired that interest, defendant was entitled to enjoy any appreciation in its value, to insure or encumber it, and to convey it by sale, gift, bequest, or intestate succession, all pursuant to and under the protection of New York law.”

Cartalemi v. Garone, 82 A.D.3d 819 (N.Y. App. Div. 2011). “The evidence before the Supreme Court was sufficient to demonstrate, as a matter of law, that the defendant’s rights in the option were not time-barred and that the option and the contract of sale were enforceable against the plaintiffs (see CPLR 213 [2]; Real Property Law § 294…”

Ulysses I & Co. v. First Am. Title Ins., 309 A.D.2d 643 (N.Y. App. Div. 2003). “The documentary evidence conclusively establishes that plaintiff was not a good faith purchaser for value because it acquired the subject premises with full knowledge of a prior unrecorded contract to purchase the same property (Real Property Law § 294 [3]; Chen v Geranium Dev.”

Shields v. Shields, 156 A.D.2d 441 (N.Y. App. Div. 1989). “Neither Gail nor Weicholz acquired the property in good faith nor for valuable consideration (Real Property Law § 294 [3]). The reconciliation agreement, on the other hand, was supported by valuable consideration, was not fraudulent, and did not impede or hinder the rights of…”

Carpenter v. Crespo, 2018 NY Slip Op 3501 (N.Y. App. Div. 2018). “An executory contract for the sale, purchase, or exchange of real property not recorded as provided for in section 294 of the Real Property Law is void as against any person who subsequently purchases the same real property in good faith and for a valuable consideration, from…”

Impact Equities 2016, LLC v. Johnson, 2026 NY Slip Op 00355 (N.Y. App. Div. 2026). “The plaintiff's remaining contention, that the 2017 contract should receive priority because the 2014 contract expired pursuant to Real Property Law § 294(5), is without merit.”

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— N.Y. Real Property Law § 294(5) — 1 case

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