[WSBARP] unique provision of a purchase and sale agreement.

Wed Jun 5 15:34:45 PDT 2019

Thanks. -Randy

Sent from my mobile device. Please forgive typos and incorrect "auto corrects".

> On Jun 5, 2019, at 3:28 PM, Kate Love <KateL at law-hawks.com> wrote:
> 
> Isn’t there is a doctrine of merger, that any guarantees made in the contract but not in the deed are extinguished when the conveyance occurs to the buyer ?
>  
> From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of Gregory L. Ursich
> Sent: Wednesday, June 05, 2019 2:03 PM
> To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
> Subject: Re: [WSBARP] unique provision of a purchase and sale agreement.
>  
> I agree with Eric.  I think it would only be enforceable if it was explicitly stated in the deed as a restriction or reservation on the land.  Or, it would have to be in another recorded document between buyer and seller with conveyance language.
>  
> <image001.jpg>
> Gregory L. Ursich | Shareholder
> Skyline Tower, Suite 1500 | 10900 NE 4th Street | Bellevue, WA 98004
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> From: wsbarp-bounces at lists.wsbarppt.com [mailto:wsbarp-bounces at lists.wsbarppt.com] On Behalf Of Eric Lanza
> Sent: Wednesday, June 05, 2019 1:27 PM
> To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
> Subject: Re: [WSBARP] unique provision of a purchase and sale agreement.
>  
> Was the ability to re-purchase improvements phrased as a right of first refusal? Or does it more resemble an option to purchase?
>  
> I think the open-endedness of the provision might cause trouble for the other side to enforce it as a valid option to purchase.
>  
> Also, all encumbrances/interests in real estate must be by deed per 64.04.010.
>  
> If they wanted to make that right enforceable, that right to re-purchase (or a limitation on Buyer’s ability to exercise rights incidental to fee ownership) should have been crafted as a deed restriction or some acknowledged document that reserved seller’s lingering interest in the property (?)
>  
> Eric J. Lanza, J.D.
>  
> <image002.png>
>  
>  
>  
> From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of Craig Blackmon
> Sent: Wednesday, June 5, 2019 12:59 PM
> To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
> Subject: Re: [WSBARP] unique provision of a purchase and sale agreement.
>  
> Interesting!!! And you're right, quite foreseeable. 
>  
> I see no SOL issue because breach just happened. That said, if the agreement had no end date, would that violate the Rule Against Perpetuities? I think the real issue is damages. What financial loss did your client suffer as a result of the breach?  Absent a liquidated damages term, I don't think they can recover, notwithstanding the obvious emotional distress. Not on a breach of contract action, and likely not any tort claim either.
>  
> I hope that helps. I look forward to other thoughts.
>  
> Craig
> Craig Blackmon, Attorney at Law
> Seattle Real Estate Lawyer
> 92 Lenora St. (The Makers Space, a shared work environment) 
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>  
> On Wed, Jun 5, 2019 at 12:43 PM Kristina Driessen <kristina at rdattys.comcastbiz.net> wrote:
> I have a purchase and sale agreement dated 1997.  The provision essentially states that the seller will have the ability to re-purchase "improvements' of the property at "some future time." The buyer was to give notice to seller if and when he ever had plans to remove the improvements/home [family home of seller]. The transaction closed.  However, the agreement stated that this provision will 
> would survive closing. 
>  
> The property was a home and lot. The value was in the land as it is deemed commercial.  However, the buyer had the full ability to use the home/improvements until he elected to remove to build a commercial structure. 
>  
> As one would guess the buyer tore the house down with out any notice to seller. This occurred in the last few month. 
>  
> So we are looking at a situation 12 years post closing.  Thoughts ?..........and/or does the statute of limitations prohibit
>  
> Kristina A. Driessen
> Attorney at Law
> "A" Street Legal Services, Inc. P.S.
> 16 A Street SE, 
> Auburn, WA 98002
> Office:           253-939-0811
> Website:       astreetlegalservices. com
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