Memorandum of Agreement

What It Means

A Memorandum of Agreement is a short legal document that is recorded with the county recorder's office to provide public notice that a Co-ownership Agreement governs a specific property. It references the existence and general scope of the agreement without disclosing its confidential terms — such as financial arrangements, ownership shares, or exit conditions.

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Recording a memorandum establishes constructive notice — the legal principle that third parties are deemed to know about the agreement's existence once it appears in the public record, whether or not they actually review it.

How It Works

The memorandum typically identifies the parties to the agreement, the property address and legal description, the date the Co-ownership Agreement was executed, and a general statement that the property is subject to the terms of that agreement. It does not reproduce the agreement itself.

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Once recorded, the memorandum becomes part of the property's public record. Any title search conducted in connection with a sale, refinance, or lien will surface it — ensuring that third parties cannot claim ignorance of the co-ownership arrangement.

Why It Matters for Co-owners

A Co-ownership Agreement is a private contract between co-owners. Without a recorded memorandum, third parties have no obligation to honor its terms — and in many jurisdictions, they may not be bound by provisions such as a Right of First Refusal or transfer restrictions. Constructive notice through a recorded memorandum makes it significantly harder for a co-owner to sell or encumber their share in violation of the agreement's terms.

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A recorded memorandum also strengthens protections when paired with specific provisions in the Co-ownership Agreement. For example, when a Co-ownership Agreement includes a contractual restriction on initiating a Partition Action, a recorded memorandum helps strengthen enforceability of that contractual restriction against third parties — adding a layer of protection that the private agreement alone may not provide in certain jurisdictions.

Key Points

• A recorded document that provides public notice of an existing Co-ownership Agreement
• References the agreement without disclosing confidential terms
• Establishes constructive notice — third parties are legally deemed aware of the agreement
• Essential for enforcing transfer restrictions and Right of First Refusal provisions against outside parties
• Strengthens partition waiver protections when paired with the relevant Co-ownership Agreement provisions