[WSBARP] Assignment of Seller's REK - Grantee doesn't sign

[Eric Nelsen]

Thanks Kary, all good thoughts. I guess I should just be thinking about this as a contract issue rather than a deed issue. How is it possible to "assign" one's obligations under a contract to another person, without their consent? And then assuming consent is necessary, what type of evidence of that consent is needed (signature, oral consent, later actions indicating ratification, context such as part on accepted conveyance)?

Sincerely,

Eric

Eric C. Nelsen
Sayre Law Offices, PLLC
1417 31st Ave South
Seattle WA 98144-3909
206-625-0092
eric at sayrelawoffices.com<mailto:eric at sayrelawoffices.com>

Covid-19 Update - All attorneys are working remotely during regular business hours and are available via email and by phone; please call the Seattle office. Videoconferencing also is available. Signing of estate planning documents can be completed and will be handled on a case-by-case basis; please call the Seattle office.

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From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of Kary Krismer
Sent: Tuesday, June 16, 2020 8:42 PM
To: wsbarp at lists.wsbarppt.com
Subject: Re: [WSBARP] Assignment of Seller's REK - Grantee doesn't sign


I would consider the obligation to convey title when the REK is paid off to be "something substantial."  Particularly if the REK requires a conveyance by a SWD (not sure what the standard terms are).   And if the assignee didn't sign off, where would that leave the grantee under the REK after they've paid off the obligation?  The assignor and original REK vendor would have been out of the picture on future payments and not know whether to convey.

Out of curiosity, I wonder what's required on the UCC side, assuming Freeborn v. Seattle Trust is still good law.  I fell out of touch with Article 9 after the last revisions (that I heard about), so I don't know if something would be required of the grantee on that part of the transaction.

Kary L. Krismer

John L. Scott, Inc.

206 723-2148
On 6/16/2020 4:27 PM, Eric Nelsen wrote:
Here's one I haven't really thought about before. The standard Deed and Seller's Assignment of Real Estate Contract<https://www.wsba.org/docs/default-source/licensing/lpo/forms/13-05_i_-sacd51365ef2f6d9654cb471ff1f00003f4f.pdf?sfvrsn=42ef3bf1_2> says in the body that "Grantee hereby assumes and agrees to fulfill the conditions of said real estate contract..."

Ordinarily there is not much that the Seller is required to do at that point - but let's assume that there is something substantial, and the Grantee did not sign the assignment indicating their assent. Only the Grantor-Seller signed.

So:


  1.  Is the Grantee's supposed covenant to fulfill the Seller's obligations ineffective? Or does the Grantee's assumed acceptance of the "deed" portion of this instrument impute also a contractual agreement to take on the covenant obligations?
  2.  Is the deed nevertheless operative, to transfer Seller's "bare title" (lien interest) to the Grantee? So now Seller is not off the hook on the contractual obligations, but also no longer has their security interest in the property?

Sincerely,

Eric

Eric C. Nelsen
Sayre Law Offices, PLLC
1417 31st Ave South
Seattle WA 98144-3909
206-625-0092
eric at sayrelawoffices.com<mailto:eric at sayrelawoffices.com>

Covid-19 Update - All attorneys are working remotely during regular business hours and are available via email and by phone; please call the Seattle office. Videoconferencing also is available. Signing of estate planning documents can be completed and will be handled on a case-by-case basis; please call the Seattle office.

MAIL AND DELIVERIES can be received at the Seattle office. For any other needed arrangements, please call the Seattle office.



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