Land Sale Contracts—Implied Promises

The law implies [..1..] key promises into every land sale contract:

• implied promise of [..2..] and

• implied promise regarding [..2..] of fact

two, marketable title, statements

Implied promises do not need to be expressly [..1..] into the [..2..]

written , contract

Sellers implicitly promise to provide [..1..] title at [..2..]

marketable, closing

Marketable title is a title that is reasonably free from [..1..] and the threat of [..2..]

doubt, litigation

Marketable title is title that a buyer would reasonably […]

accept

Title is unmarketable if there are certain [..1..], such as rights other people may have in the land or encumbrances that burden the land, that could subject the buyer to a [..2..]

defects, lawsuit

It is the [..1..] responsibility to provide [..2..] title

seller's, marketable

The seller is not conveying [..1..] title to the buyer until [..2..] when the buyer receives the deed

legal, closing

The seller has the period from the [..1..] of the contract until the [..2..] to cure any title defects

signing, closing

Sellers implicitly promise to not make any [..1..] statements of material [..2..], whether actively or by omission

false, fact

For a seller to be liable for a failure to disclose a defect:

• the seller must [..1..] or have reason to know of the defect,

• the seller must realize the buyer is [..2..] to discover it, AND

• the defect must be serious enough that the buyer would probably reconsider the purchase

know, unlikely

Sellers are [..1..] if they fail to disclose such defects or actively try to [..2..] them

liable, conceal

Failing to disclose or actively concealing such defects constitutes a [..1..] of the implied promise to not make a [..2..] statement of material fact

breach, false

Generally, "[…]" clauses in a land sale contract are enforceable

as is

An "[..1..]" clause will not excuse a seller who commits [..2..] or fails to disclose material defects as required by law

as is, fraud