Marketable title and merger Bar Exam Flashcards - Medical Study Cards
Master Marketable title and merger with Oncourse flashcards. These spaced repetition flashcards are designed for medical students preparing for NEET PG, USMLE Step 1, USMLE Step 2, MBBS exams, and other medical licensing examinations.
Marketable title and merger Flashcard Deck - 9 Cards
Flashcard 1: What is the effect of a merger clause or delivery of the deed at closing on the parties’ rights?
Answer: Under the merger doctrine, provisions concerning title, possession, and the condition of the property generally merge into the deed at closing and cannot afterward be enforced as contract terms. Express provisions intended to survive closing and independent fraud claims generally remain enforceable.
Flashcard 2: What is the general rule for determining when a breach of a land-sale contract occurs at closing?
Answer: For an ordinary land sale, the seller must tender the deed and marketable title, while the buyer must tender the purchase price; a party’s failure to perform when due is a breach. A material breach by one party generally excuses the other party’s remaining performance, subject to the contract’s terms and available cure rights.
Flashcard 3: Under the majority rule, who bears the risk of loss if the property is damaged after a land-sale contract is signed but before closing?
Answer: Under the common-law equitable-conversion majority rule, the buyer bears the risk because the buyer is treated as the equitable owner, unless the contract allocates the risk differently. Many modern statutes follow the Uniform Vendor and Purchaser Risk Act and place the risk on the seller until possession or title transfers.
Flashcard 4: When is a liquidated-damages clause in a land-sale contract enforceable?
Answer: Under the majority/Restatement rule, the clause is enforceable if, when the contract was formed, actual damages were difficult to estimate and the stated amount was a reasonable forecast of probable loss; otherwise, it is an unenforceable penalty.
Flashcard 5: What is the implied covenant concerning marketable title in a land-sale contract?
Answer: Unless the contract provides otherwise, the seller must deliver title reasonably free from doubt and from undisclosed liens, encumbrances, and significant defects, and title must be subject only to accepted exceptions. The seller usually has until closing to cure a title defect.
Flashcard 6: Why may a court specifically enforce a land-sale contract, and what must the plaintiff show?
Answer: Specific performance is ordinarily available because each parcel of land is considered unique, but the plaintiff must prove an enforceable contract, satisfy the Statute of Frauds, and show that the plaintiff has performed or is ready, willing, and able to perform. The remedy remains discretionary and may be denied for indefiniteness, unfairness, or an adequate legal remedy.
Flashcard 7: What does the Statute of Frauds require for an enforceable contract for the sale of land?
Answer: The contract must be evidenced by a writing signed by the party to be charged and must identify the parties, describe the land, and state the price or a reasonably certain method for determining it.
Flashcard 8: When does the parol evidence rule prevent evidence of prior or contemporaneous agreements in a land-sale dispute?
Answer: If the written contract is intended as a complete and final expression, prior or contemporaneous terms that contradict or add to it are excluded. Extrinsic evidence remains admissible to explain an ambiguity, show fraud or mistake, or establish a condition precedent to effectiveness.
Flashcard 9: What is the part-performance exception to the Statute of Frauds for a land-sale contract?
Answer: Under the majority rule, specific performance may be granted when the buyer’s conduct—typically possession plus payment or valuable improvements—unambiguously proves the alleged agreement. Mere payment alone is generally insufficient.
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