Risk Passes at Contract
Iain Irons signed an indenture to sell his warehouse to Ideal Solutions. Before closing a fire destroyed the building. Under the majority rule the buyer bore the loss and remained obligated to pay the full price.
Also known as: indentures · indentured · indenturing · deed · bond
Written by attorneys · grounded in primary & secondary sources — see below
A formal written instrument executed by two or more parties with differing interests. Traditionally the edges were serrated or indented to prevent forgery and to distinguish the document from a deed poll.
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Iain Irons signed an indenture to sell his warehouse to Ideal Solutions. Before closing a fire destroyed the building. Under the majority rule the buyer bore the loss and remained obligated to pay the full price.
Ike Ingram purchased land by indenture from a seller whose title traced through one branch of a common grantor. An easement recorded in a deed to a stranger in another branch gave him no constructive notice.
Ivy Ibarra sought visitation through an indenture-like agreement with the child's parent. The court examined whether a significant emotional bond existed between Ivy and the child under the statutory factors.
Isla Ireland accepted a deed at closing that omitted a repair promise contained in the prior indenture. After closing the buyer could not enforce the omitted term because the contract merged into the deed.
Iris Irons and Island Manufacturing closed a land sale under an indenture containing a merger clause. The buyer later discovered an unrecorded oral side agreement and could not enforce it after accepting the deed.
Innovate Pharmaceuticals accepted a deed after signing an indenture that included an independent promise to build a fence on adjacent land. The court allowed enforcement of the fence promise because it was collateral and not merged.
An indenture is executed by two or more parties with differing interests and traditionally featured serrated edges. A deed poll is made by one party and has a smooth edge.
Under the merger doctrine most contractual promises not repeated in the deed are discharged upon acceptance of the deed at closing.
Promises that are collateral to the conveyance or that the parties intended to remain separate may survive merger into the deed.
…When sexuality finds overt expression in intimate conduct with another person, the conduct can be but one element in a personal bond that is more enduring. The liberty protected by the Constitution allows homosexual persons the right to make this choice. Having misapprehended the claim of liberty there presented to it,…