Unmarketable Title Refusal
Ezra Eastman contracted to buy land from Emerald Enterprises. An unreleased lien appeared in the title search. Ezra refused to close because the title was unmarketable and demanded rescission.
Also known as: emptrix · emptoris · buyer · purchaser
Written by attorneys · grounded in primary & secondary sources — see below
A buyer or purchaser in a transaction for the sale of goods or property.
Ezra Eastman contracted to buy land from Emerald Enterprises. An unreleased lien appeared in the title search. Ezra refused to close because the title was unmarketable and demanded rescission.
Eric Espinoza purchased property from Edith Eberhardt without notice of a prior unrecorded deed. Eric recorded first and prevailed over the earlier interest under the race-notice statute.
Elijah Edwards obtained a chattel by fraudulently inducing the owner to consent. The owner recovered the item in conversion because the consent was ineffective against anyone other than a bona fide purchaser.
Select any source to read its text and confirm it supports the definition.
Esme Ellington bought shares directly from Elemental Pharmaceuticals. She owed the corporation nothing beyond the agreed consideration for the shares.
Echo Systems purchased a partner's transferable interest at a foreclosure sale under a charging order. Echo received only the economic interest and did not become a partner.
Edgar Evers agreed to purchase land but discovered an outstanding easement that clouded title. The seller could not cure by closing, so Edgar rescinded the contract.
Emptor means buyer or purchaser. It appears most commonly in the maxim caveat emptor, which places the risk of defects on the buyer absent warranty or fraud.
A buyer may refuse to close and seek rescission or damages when the seller cannot convey marketable title free from reasonable doubt. Title defects such as unreleased liens or breaks in the chain allow the buyer to avoid performance.
A subsequent buyer prevails over a prior unrecorded interest only by taking in good faith, for value, and without notice. Inquiry notice of a prior claim prevents the buyer from claiming bona fide purchaser status.
Consent obtained by fraud or duress does not bar recovery for trespass to chattels or conversion except against a bona fide purchaser who gave value without notice.
…securities which have been attached. If its procedure were upheld, Delaware would, in effect, impose a duty of inquiry on every purchaser of securities in the national market. For unless the purchaser ascertains both the State of incorporation of the company whose shares he is buying, and also the idiosyncrasies of its law,…