Contracts Flashcards
S of F requirements
- signed writing
- description of property
- description of parties
- price; and
- any conditions of price or payment
Exceptions to the S of F
- Doctrine of part performance: showing of at least 2 of the three (payment of all or part of the purchase price, taking of possession, or making substantial improvements.)
- Equitable estoppel: based on act or a representation
- promissory estoppel: based on a promise.
Equitible Conversion *
- When land-sale ct is formed, there is bifurcation of title
- equitible title passes to buyer
- legal title remains w/ seller until deal closes.
- MAJ: risk of loss is deemed to follow equitible title, risk of loss on buyer
- Uniform Vendor and Purchaser Act: risk of loss remains on seller until legal title and poss of prop passes to buyer.
Marketable title
every land sale ct, unless expressly stated otherwise, contains an implied covenant of marketable title. Seller must deliver a title at closing that is Rly free from defect in both fact and law (not perfect title). Manifests itself at the date of closing.
MAJ: seller may use proceeds of sale to remove cloud on title and make it marketable
Defects of title may include
- unpaid mortgage or lien
- covenant or easement that restricts use of land
- title acquired by AP until APer quiets title or
- existing condition on land that violates zoning ordinance.
Merger
covenants in a land-sale ct merge into deed at closing.
- does not apply to collateral matters
- doctrine: b/c covenant of marketable title is implied in the ct, and ct merges into deed, buyer can’t assert it and must sue on any covenants now contained in the deed.
Quitclaim deed
buyer can’t sue b/c this is an as-is deed and seller conveyed whatever they had.
General Warranty Deed
Contains all six covenants of title, which covers period prior to sale. Seller warrants there are not defects in the chain of title.
covenants of title in general warranty deeds
- present
- sesin
- right to convey
- covenant against encumberances
- future covenants
- quiet enjoyment
- warranty
- further assurances
Present Covenants
do not run w/ land and can be breached only at time of closing. buyers successors in interest are unable to sue on these covenants.
Sesin
G’or promises they own the property
Right to convey
Grantor promises they have power to convey property.
Covenant against encumberances
G’or promises there are no encumberances on the property. visible or invisisible
Future covenants
run w/ land and breach can be at the time of closing or afterwards
Quiet enjoyment
G’or promises grantee will not be distrubed by a TP asserting a valid claim to the land.
