A release of memorandum of contract is a short, recorded document that cancels a previously filed memorandum and clears the cloud it placed on a property’s title. You prepare the release, have the correct party sign it before a notary, and record it in the same county where the original memorandum was filed. If the party who recorded the memorandum won’t cooperate, you move from a demand letter to a quiet title action or a slander of title claim.
What the Release Must Contain
The document itself is simple, but it has to hit specific marks or the county recorder (and later, a title examiner) will treat it as defective. At minimum, include:
- Identification of the original memorandum: the recording date, the instrument number or book-and-page reference, and the county where it was recorded.
- The legal description of the property, matching what appears in the original memorandum.
- The names of the same parties identified in the memorandum.
- Clear language stating that the memorandum is released, discharged, and no longer effective.
- The signature of the party who recorded the memorandum (or their authorized representative), notarized so the recorder will accept it.
The signature line is the piece that causes the most friction. The person who benefits from the memorandum is the one who has to sign the release. In a typical purchase agreement, that is the buyer. If the buyer refuses to sign after the contract terminates, the seller is stuck with a clouded title until they pursue other remedies.
Where and How to File It
The release must be filed with the same county recorder’s office where the original memorandum was recorded. Filing it anywhere else accomplishes nothing, because title searches are county-specific. If the memorandum went into the records of County A, the release has to go into those same records.
The process is straightforward. Bring or mail the signed, notarized release to the recorder’s office and pay the recording fee. Once recorded, it becomes part of the chain of title and shows up in future searches. Some jurisdictions also allow electronic recording through approved vendors, which can speed things up.
Recording fees vary by jurisdiction. Most counties charge somewhere between $10 and $50 for a standard one-page document, though fees in some areas run higher, particularly where counties add surcharges for technology funds or affordable housing programs. If the release runs multiple pages, expect an additional per-page fee. Call the recorder’s office beforehand to confirm the current fee and accepted payment methods.
Before you prepare the document, pull the original memorandum from the county records and copy the recording number and legal description directly from it. A release that references the wrong instrument number or uses a property description that doesn’t match the original may be recorded by the clerk anyway, but a title examiner will flag the discrepancy and demand a corrective filing. Filing in the wrong county has the same effect: the memorandum stays undisturbed, and you’ve paid a fee for a document that does nothing.
When the Other Party Won’t Sign
This is where most real disputes happen. The contract has ended, the deal is dead, but the party who recorded the memorandum won’t sign a release. They may be angry about the deal falling through. They may believe the contract is still valid. They may be using the clouded title as leverage in a separate dispute. Whatever the reason, the property owner has a title problem and no voluntary fix.
Start with a Written Demand
The first step is a written demand. Send a letter by certified mail, return receipt requested, to the party who recorded the memorandum. Explain that the underlying contract has terminated, request that they execute and return a release, and set a deadline. Include the recording details of the memorandum and a clear explanation of why the contract is no longer in effect. In some states, sending this demand is a prerequisite to filing suit, and the other party’s failure to comply within a statutory window can entitle you to attorney’s fees later.
Quiet Title Action
If the demand goes nowhere, the most common legal remedy is a quiet title action. This is a lawsuit asking the court to declare that the memorandum is invalid and should be removed from the records. The court examines whether the underlying contract has actually terminated and, if so, orders the memorandum discharged. Quiet title actions work, but they aren’t fast or cheap. Expect attorney’s fees, court filing costs, and potentially months of litigation even when the facts are straightforward.
Slander of Title
When someone refuses to release a memorandum they know is no longer valid, the property owner may also have a slander of title claim. This is a separate cause of action with real teeth. To prove it, you generally need to show that the recorded document contains a false claim against the property, that the person who recorded it acted with some degree of malice or reckless disregard for the truth, and that you suffered actual financial harm as a result. Damages can include lost sale proceeds, carrying costs on the property while the title was clouded, attorney’s fees spent clearing the title, and in egregious cases, punitive damages.
Slander of title gives property owners leverage a simple quiet title action doesn’t, because the recording party faces potential monetary liability rather than just a court order. The threat of such a claim often motivates cooperation where a polite demand letter failed.
When the Recording Party Can’t Be Found
Sometimes the problem isn’t refusal but absence. The person who recorded the memorandum may have died, moved without a forwarding address, or, if a business entity, dissolved. You can’t get a signature from someone you can’t find.
In those situations, a quiet title action is typically the only path forward. You file the lawsuit, make reasonable efforts to locate and serve the missing party (which may include service by publication in a local newspaper if they can’t be found), and ask the court to declare the memorandum invalid. Some states have specific statutory procedures for releasing stale recorded documents when the recording party can’t be located, which can be faster than a full quiet title suit. An attorney familiar with your county’s recording statutes can identify the most efficient route.
Mistakes That Leave the Title Clouded Anyway
A recorded release that contains errors can leave the title just as clouded as before. The common mistakes are referencing the wrong recording number, using a property description that doesn’t match the original memorandum, or having the wrong person sign. If the recorder accepts and files a defective release, it may not actually cancel the memorandum in the eyes of a title examiner, who will require a corrective document before the title will clear.
Before the title company will remove the exception from a title commitment, it needs to see either a properly recorded release or clear evidence that the underlying contract has terminated. Telling the title officer the deal fell through isn’t enough. They want documentation: a recorded release, a court order, or at minimum the underlying contract itself showing an expiration date that has passed. The cleaner the proof, the faster the title company moves.
Prevent the Problem in the Contract
The best time to address a release is before you need one. Purchase agreements can include a provision requiring the party who records a memorandum to execute a release within a set number of days if the contract terminates for any reason. Some attorneys draft the release at the same time as the memorandum and hold it in escrow, ready to record the moment it’s needed.
If you’re the seller and a memorandum has been recorded against your property, don’t wait to address it. The longer an unreleased memorandum sits in the records, the harder it becomes to track down the recording party. Reach out as soon as the contract ends, get the release signed while both parties are still communicating, and record it immediately. A few days of attention now prevents months of legal work later.