"Land Trust Agreement Template" - Massachusetts

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Download "Land Trust Agreement Template" - Massachusetts

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LAND TRUST AGREEMENT
THIS LAND TRUST AGREEMENT is made this ____ day of ________________ 20___,
by and between
___________________________________________________, Grantor and Beneficiary,
(hereinafter referred to as the "Beneficiaries", whether one or more), and
_______________________________, TRUSTEE of the ______________________
LAND TRUST (hereinafter referred to as the "Trustee", which designation shall include all
successor trustees).
WHEREAS, the Beneficiaries are about to convey or cause to be conveyed certain real
property to the Trustee, and
WHEREAS, the Trustee has agreed to accept such conveyance and hold the real property
in trust under the terms and conditions set forth below.
NOW, THEREFORE, the parties, intending to be legally bound hereby, agree as follows:
1.
TITLE.
The trust created by this instrument shall be known as THE
_______________________________ LAND TRUST.
2.
OBJECTS AND PURPOSES OF TRUST. The purpose of this trust is for the
Trustee to take and hold title to the property conveyed to the Trustee and to preserve the same
until its sale or other disposition.
The Trustee shall not undertake any activity which is not strictly necessary to attainment
of the foregoing objects and purposes, nor shall the Trustee transact business within the meaning
of applicable state law, or any other law, nor shall this Land Trust Agreement be deemed to be, or
create or evidence the existence of a corporation, de facto or de jure, or a Massachusetts Trust, or
any other type of business trust, or an association in the nature of a corporation, or a co-
partnership or joint venture by or between the Trustee and the Beneficiaries.
3.
TRUST PROPERTY. The Beneficiaries are about to convey or cause to be
conveyed to the Trustee in trust certain real property as described more particularly in Schedule
"A" attached hereto and made a part hereof. This property, together with any property later
added to the trust, shall be designated as the "Trust Property". The Trustee will hold the Trust
Property according to the terms and conditions of this Land Trust Agreement for the purposes,
terms and conditions contained herein until such time as all of the Trust Property has been sold or
otherwise conveyed, or until this trust has been terminated. The Trustee shall maintain a list of
the Trust Property, which shall be designated as Schedule "B" under this Agreement.
LAND TRUST AGREEMENT
THIS LAND TRUST AGREEMENT is made this ____ day of ________________ 20___,
by and between
___________________________________________________, Grantor and Beneficiary,
(hereinafter referred to as the "Beneficiaries", whether one or more), and
_______________________________, TRUSTEE of the ______________________
LAND TRUST (hereinafter referred to as the "Trustee", which designation shall include all
successor trustees).
WHEREAS, the Beneficiaries are about to convey or cause to be conveyed certain real
property to the Trustee, and
WHEREAS, the Trustee has agreed to accept such conveyance and hold the real property
in trust under the terms and conditions set forth below.
NOW, THEREFORE, the parties, intending to be legally bound hereby, agree as follows:
1.
TITLE.
The trust created by this instrument shall be known as THE
_______________________________ LAND TRUST.
2.
OBJECTS AND PURPOSES OF TRUST. The purpose of this trust is for the
Trustee to take and hold title to the property conveyed to the Trustee and to preserve the same
until its sale or other disposition.
The Trustee shall not undertake any activity which is not strictly necessary to attainment
of the foregoing objects and purposes, nor shall the Trustee transact business within the meaning
of applicable state law, or any other law, nor shall this Land Trust Agreement be deemed to be, or
create or evidence the existence of a corporation, de facto or de jure, or a Massachusetts Trust, or
any other type of business trust, or an association in the nature of a corporation, or a co-
partnership or joint venture by or between the Trustee and the Beneficiaries.
3.
TRUST PROPERTY. The Beneficiaries are about to convey or cause to be
conveyed to the Trustee in trust certain real property as described more particularly in Schedule
"A" attached hereto and made a part hereof. This property, together with any property later
added to the trust, shall be designated as the "Trust Property". The Trustee will hold the Trust
Property according to the terms and conditions of this Land Trust Agreement for the purposes,
terms and conditions contained herein until such time as all of the Trust Property has been sold or
otherwise conveyed, or until this trust has been terminated. The Trustee shall maintain a list of
the Trust Property, which shall be designated as Schedule "B" under this Agreement.
4.
POWERS AND DUTIES OF TRUSTEE. The Trustee shall have all of the
powers allowed to him by the provisions of the state law governing this Trust (see Paragraph 18).
The Trustee shall specifically have the power to make and execute contracts for the lease
or sale of the Trust Property, mortgages secured by the Trust Property, option agreements for the
sale or lease of the Trust Property and to otherwise dispose of the Trust Property as the Trustee
shall be directed by the majority in interest of the Beneficiaries. In addition, the Trustee shall
have the power to perform any act that the majority in interest direct the Trustee to perform. The
Trustee shall exercise his powers only upon the written direction of a majority in interest of the
Beneficiaries.
The Trustee shall have the duty to maintain an accurate record of the Beneficiaries of this
Trust, which record shall include the name and address of the Beneficiaries and their respective
interests in the Trust and be designated as Schedule "C". The Trustee shall only have such other
duties as required in writing by a majority in interest of the Beneficiaries.
The Trustee shall not have the power to bind the Beneficiaries personally to any debt or
obligation without the express written consent of the Beneficiaries.
5.
COMPENSATION OF TRUSTEE. The Trustee shall be compensated for his
actions as Trustee according to the Schedule of Compensation set forth in Schedule "D" attached
hereto and made a part hereof. The Trustee shall be promptly reimbursed by the Beneficiaries for
expenses incurred by the Trustee in the administration of the Trust. The Trustee shall have a lien
on the Trust Property for any unpaid compensation or un-reimbursed expenses.
The Trustee shall not be obligated to advance any money on account of this Trust. The
Trustee shall not be obligated to commence any legal action or to defend against any legal action
unless the Trustee, in his sole discretion, is satisfied with the security provided by the Beneficiaries
for the payment of the Trustee's costs and expenses in connection with the litigation.
If the Trustee shall pay or incur any liability to pay any money on account of this Trust, or
incur any liability to pay any money on account of being made a party to any litigation as a result
of holding title to the Trust Property or otherwise in connection with this Trust, without regard to
the cause of action asserted or complaint filed, the Beneficiaries, jointly and severally, agree that on
demand they will pay to the Trustee all such payments or liabilities, his expenses incurred in
connection therewith, including reasonable attorneys' fees, and any other sums advanced by the
Trustee on behalf of the Trust for any reason whatsoever. These amounts, if not immediately paid
to the Trustee, shall bear interest at the rate of ten (10%) percent per annum until paid in full.
These amounts and any compensation due to the Trustee, until paid in full to the Trustee, shall
constitute a lien on the Trust Property. Further, as long as these amounts or any compensation
due to the Trustee remain unpaid, the Trustee shall not have any obligation to take any action with
regard to the Trust Property.
6.
LIABILITY OF TRUSTEE. The Trustee shall not be personally liable for any
obligation of the Trust. No Beneficiaries shall be able to bind the Trustee nor contract on his
behalf without the Trustee's express written consent. The Trustee and any successor Trustee
shall not be required to give a bond. Each Trustee is liable only for his own actions and then only
as a result of his own gross negligence or bad faith.
7.
REMOVAL OF TRUSTEE. The Beneficiaries shall have the power to remove the
Trustee from his office and appoint a successor to succeed him.
8.
RESIGNATION AND SUCCESSOR. The Trustee may resign by giving written
notice to the Beneficiaries of his intention to resign.
The Beneficiaries shall have the power to elect a successor trustee. If the Beneficiaries have
not elected a successor trustee within thirty (30) days of the date of the notice from the Trustee of
his resignation, then the Trustee shall have the right to convey the Trust Property to the
Beneficiaries in the same proportion as their interests in the Trust may appear at the time of said
conveyance.
If the office of the Trustee shall become vacant for any reason, then the Beneficiaries shall
proceed to elect a successor trustee. Said election shall occur within thirty (30) days of the
occurrence of the vacancy. Upon election, the new Trustee shall cause to be prepared a certificate
of his election containing a notice of election and his acceptance thereof in a form acceptable for
recording in the office of the register of deeds of all of the counties in which the Trust Property is
located. The certificate of election shall be filed in the office of the register of deeds of all of the
counties in which the Trust Property is located.
A successor Trustee shall have all of the rights, duties and powers of the original Trustee
as if the successor Trustee was the original Trustee.
The removal, resignation or death of the Trustee shall not affect the lien of the Trustee
upon the Trust Property for compensation or expenses owed to the Trustee.
9.
INCOME TAX RETURNS. The Trustee shall not be responsible for the
preparation and/or filing of any tax returns, which may be due for the reporting of income and
expenses of the Trust, although he will sign such returns upon request. The Beneficiaries shall
each individually report receipt of their respective share of the profits, earnings, avails and
proceeds.
10.
INDEMNIFICATION OF THE TRUSTEE.
The Beneficiaries agree to
indemnify, hold harmless and defend the Trustee from any and all liability incurred in his capacity
as Trustee. If the Trustee shall pay or incur any liability to pay any money on account of this
Trust, or incur any liability to pay any money on account of being made a party to any litigation as
a result of holding title to the Trust Property or otherwise in connection with this Trust, without
regard to the cause of action asserted or complaint filed, the Beneficiaries, jointly and severally,
agree that on demand they will pay to the Trustee all such payments or liabilities, his expenses
incurred in connection therewith, including reasonable attorneys' fees, and any other sums
advanced by the Trustee on behalf of the Trust for any reason whatsoever. These amounts, if not
immediately paid to the Trustee, shall bear interest at the rate of ten (10%) percent per annum
until paid in full. These amounts and any compensation due to the Trustee, until paid in full to the
Trustee, shall constitute a lien on the Trust Property. Further, as long as these amounts or any
compensation due to the Trustee remain unpaid, the Trustee shall not have any obligation to take
any action with regard to the Trust Property.
11.
DEALINGS WITH TRUSTEE. No party dealing with the Trustee, in relation to
the Trust Property in any manner whatsoever, including, but not limited to, a party to whom the
Trust Property or any part of it or any interest in it shall be conveyed, contracted to be sold, leased
or mortgaged, by the Trustee, shall be obliged to see to the application of any purchase money,
rent or money borrowed or otherwise advanced on the property; to see that the terms of this Trust
Agreement have been complied with; to inquire into the authority, necessity or expediency of any
act of the Trustee; or be privileged to inquire into any of the terms of this Trust Agreement.
Every deed, mortgage, lease or other instrument executed by the Trustee in relation to the Trust
Property shall be conclusive evidence in favor of every person claiming any right, title or interest
under the Trust that at the time of its delivery the Trust created under this Agreement was in full
force and effect; and that the instrument was executed in accordance with the terms and conditions
of this Agreement and all its amendments, if any, and is binding upon the Beneficiaries under it;
that the Trustee was duly authorized and empowered to execute and deliver every such
instrument; if a conveyance has been made to a successor or successors-in-trust, that the successor
or successors have been appointed properly and are vested fully with all the title, estate, rights,
powers, duties and obligations of its, his or their predecessor in Trust.
12.
BENEFICIARIES. The Beneficiaries are the persons or legal entities identified,
along with their respective interests, on Schedule "C" which is attached hereto and made a part
hereof.
The Beneficiaries are entitled to all of the profits, earnings, avails and proceeds of the
Trust Property.
13.
INTEREST OF BENEFICIARIES. The interests of the Beneficiaries shall consist
solely of (a) the right to lease, manage and control the Trust Property; (b) the right to direct the
Trustee with regard to the disposition of the title to the Trust Property; and (c) the right to receive
the profits, earnings, avails and proceeds from the rental, sale mortgage or other disposition of the
Trust Property.
The foregoing rights of the Beneficiaries are hereby declared to be personal property and
may be assigned or otherwise transferred as such. The death of any Beneficiary shall not affect the
existence of the Trust nor in any way diminish or alter the powers of the Trustee. No Beneficiary
shall have any right, title or interest, whether legal or equitable, in the real property which is held
as Trust Property. No Beneficiary shall have the right to require partition of the Trust Property.
The Beneficiaries shall not use the name of the Trustee for advertising or other publicity
purposes without first obtaining the written consent of the Trustee.
The Beneficiaries shall be required to carry liability insurance in such forms and in such
amounts as the Trustee, in his sole discretion, shall deem necessary to insure the Trust Property
and the Trustee. If the Beneficiaries fail to obtain or maintain the required insurance policies, then
the Trustee shall have the right, in his sole discretion, to advance the money necessary to pay for
said insurance policies. The Beneficiaries will reimburse the Trustee for the insurance as set forth
above in Paragraph 5.
No Beneficiary shall have the right to bind or otherwise contract for any other Beneficiary
except as provided for elsewhere under this Agreement.
14.
ASSIGNMENT OF BENEFICIAL INTERESTS. The Beneficiaries have the
right to assign any part or all of their interests under this Trust. No assignment shall be valid or
affect the interest of a Beneficiary hereunder until the original of the assignment shall be delivered
to the Trustee and the Trustee's acceptance acknowledged thereon. The Trustee shall revise and
update Schedule "C" as necessary. Any assignment of the right to direct the Trustee by a person
who is not a Beneficiary hereunder shall not be valid unless all the Beneficiaries consent in writing
to said assignment.
15.
DISCLOSURE OF BENEFICIARIES. The Trustee and the Beneficiaries shall not
disclose the identity of any Beneficiary without the written consent of said Beneficiary except as
may be required by law or at the direction of an order of court issued by a court of competent
jurisdiction. Any party who discloses the identity of a Beneficiary shall be personally liable for any
and all losses and damages incurred by that Beneficiary as a result of the disclosure.
16.
RECORDING OF AGREEMENT. This Land Trust Agreement shall not be
placed of record in any jurisdiction. If this agreement is placed of record, then it shall not be notice
of any interest which may affect the title or the powers of the Trustee.
17.
ENTIRE AGREEMENT. This Land Trust Agreement contains the entire
understanding between the parties hereto and may be amended, revoked or terminated only by
written agreement signed by the Trustee and all of the Beneficiaries at the time of the amendment,
revocation or termination.
18.
GOVERNING LAW. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of _____________. In the event that litigation
shall arise between parties to this Agreement, then it is agreed that the losing parties shall
reimburse the prevailing parties for all of those parties’ reasonable attorneys’ fees, costs and
expenses in addition to any other relief to which the prevailing parties may be entitled.
19.
BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Trustee, any successor trustee, the Beneficiaries, and the Beneficiaries' successors,
heirs, executors, administrators and assigns.
20.
ANNUAL STATEMENTS. The Trustee shall be required to furnish annual
statements to the Beneficiaries of the income and expenses of the Trust for each calendar year.
The statements shall be provided to the Beneficiaries no later than March 1st of the following year.
21.
PERPETUITIES. If any portion of the Trust Property is in any manner or time
period capable of being held in this Land Trust for longer period of time than is permitted under
the laws of the state law governing this Land Trust Agreement (See Paragraph 18), or the vesting
of any interest under this Land Trust could possibly occur after the end of such permitted time
period, then, upon the occurrence of the foregoing, the Trustee is directed to immediately
terminate the Trust and to distribute the Trust Property to the Beneficiaries as their respective
interests may appear at the time of the termination of the Trust. As much as possible, the Trustee
will maintain the Trust Property intact and not liquidate it, but, rather, distribute the Trust
Property in kind.