Conveyance Flashcards
What is an executory period?
time between the signing and closing
What is an escrow?
3rd party who receives documents from each party and then transfers the papers
What is Statute of Frauds?
Requires that, unless there is some exception available, a contract for the sale of land must be in writing and signed by party to be charged (in practice must be signed by both parties)
What are exceptions to SOF
Part Performance
Equitable Estoppel
Definition of part performance
allows specific enforcement of oral agreements when particular acts have been performed by one of the parties to the agreement
Elements of part performance
possession by buyer AND
All or part of purchase price paid OR
lasting and valuable improvements (unequivocal referability)
Definition of Equitable Estoppel
When unconscionable injury would result from denying enforcement or the oral contract after one party had been induced by the other to seriously change his/her position in reliance (reasonable) on the contract
Elements of equitable estoppel
- Promise with foreseeable reliance
- Reliance in fact: change position based on that promise
- Inequitable not to enforce promise
Definition of marketable title
title which such persons, guided by competent legal advice, would be willing to take and for which they would be willing to pay fair value
What is equitable conversion
when the parties have entered into a binding contract and the buyer becomes the “equitable owner” before the delivery of the deed
Consequences of equitable conversion
Risk of loss – used to determine whether the seller or buyer takes the loss when something bad happens - the premises are destroyed or a party dies - between the signing of the contract and closing
Most courts – BUYER has assumes the risk of loss of property (even though seller has possession and it’s before closing)
Other courts – SELLER – loss is on the seller until legal title is conveyed
Traditional exceptions to duty to disclose defects
Confidential or fiduciary duty between buyer/seller - lawyer to client or trustor to trustee
Active concealment - cannot hide it so when buyer inspects, they cannot find
Affirmative misrepresentation - if buyer asks about something and you lie
Partial Disclosure - if you disclose something, you have to tell the whole story
New exceptions to duty to disclose defects
1 - seller creates the defect that impairs value
2 - it is peculiary within the knowledge of the seller
3 - unlikely to be found by the buyer, seller must disclose this!
(~GHOST~ example)
Does owner need to disclose latent defects?
Yes - this is a new duty for sellers
What is merger
After closing, contract merges with the deed and you can no longer sue over the contract
