Land Sale Contract & Marketable Title
Real Property · Lesson 10
Land Sale Contract & Marketable Title
這一課問的是：賣方所交付之 title 是否符合「可流通 title」之默示擔保？若否，買方有何救濟？
Actor
Act
Object
Standard
Consequence
Issue · what this lesson is really about
Does the seller's title satisfy the implied promise of marketable title — and what is the buyer's remedy if not?
這一課問的是：賣方所交付之 title 是否符合「可流通 title」之默示擔保？若否，買方有何救濟？
Trigger words & phrases that should flag this issue:
title defectencumbrancecloud on titleclose of escrowtitle insurance
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
marketable title
Tap to see meaning
Title reasonably free from doubt and not subject to litigation.
可流通 title。
encumbrance
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Lien, mortgage, easement, restriction, or other claim against title.
負擔。
equitable conversion
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Buyer is treated as owner once contract is signed; seller holds title in trust.
衡平轉化。
merger by deed
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Promises in K merge into the deed at closing; survive only if collateral.
合約義務於交付時併入 deed。
risk of loss
Tap to see meaning
Most states: buyer bears risk after K signing under equitable conversion.
風險：簽約後通常由買方承擔。
Rule Sentence · the workhorse
Every land sale contract carries an implied promise of marketable title at closing — title reasonably free from doubt and not subject to litigation; defects in the form of liens, undisclosed easements, or title-defeating encumbrances breach this promise.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人seller賣方
Act 行為contracting to convey title訂約轉讓 title
Object 對象real property不動產
Standard 法律標準marketability at closing交付時可流通
Consequence 後果damages, rescission, or SP損害、解約、SP
Casebook Snapshot · a real American case
Lohmeyer v. Bower
Holding. Title is unmarketable where the lot violates municipal zoning ordinances (size, setback) and a private restrictive covenant; the buyer may rescind. Mere existence of zoning is not itself an encumbrance, but actual violations are.
Why it matters. Existing zoning is an encumbrance only when violated. Violations create marketability defects.
違反分區規定方構成 marketability 瑕疵。
Common Mistakes · what trips students
✗ seller 在 K 中需擔保 title 永遠 marketable。
✓ Marketable title need only exist at closing.
只需於交付時可流通。
✗ close 之後仍可訴求 K 中之 title 義務。
✓ K title obligations merge into deed; sue on deed covenants instead.
合約義務併入 deed；改訴 deed covenant。
✗ 買方在 K 簽訂後 burn loss 風險不變。
✓ Equitable conversion shifts risk to buyer in most states.
多數州買方承擔。
Mini IRAC · build the Application
Issue. May B rescind the land sale contract when S could not at closing remove an undisclosed mortgage and an undisclosed restrictive covenant?
Rule. A land sale contract carries an implied promise of marketable title at closing; encumbrances render title unmarketable and excuse the buyer from closing.
Application (model). S's title at closing was burdened by an undisclosed mortgage and an undisclosed restrictive covenant. Because every land sale contract impliedly promises marketable title at closing and encumbrances of this kind render title unmarketable, the fact that S could not deliver title free of both burdens means S breached the implied promise.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, B may rescind the contract, sue for damages, or seek SP with abatement.
MBE Check · multiple choice
B contracts to buy from S on March 1; closing set for May 1. On April 15, lightning destroys the house. Who bears the loss?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: