Termination and Rescission of Agreements for the Purchase and Sale of Land
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When is a party permitted to terminate an agreement for the purchase and sale of land before closing? In what circumstances can a party rescind such an agreement before the deal closes? When is rescission available after closing? Expert author and academic Michael Pratt provides comprehensive answers these questions in this new publication, Termination and Rescission of Agreements for the Purchase and Sale of Land.
This book examines when the law will allow a party to terminate or to rescind an agreement for the purchase and sale of land. Written by a law professor with more than 20 years’ experience and expertise in the fields of contract law and the law of remedies, Termination and Rescission of Agreements for the Purchase and Sale of Land discusses when termination and rescission are available in response to certain events, including breach of the agreement, title deficiencies, repudiation, misrepresentation, non-disclosure, and non-fulfilment of conditions precedent. By using general contractual and remedial principles to analyze and explain these issues, this text fills a gap left by other books, which often examine the remedies available to buyers and sellers of land largely in isolation from broader common law principles.
Combining rigorous analysis with frequent examples drawn from cases across Canada to illuminate how the courts understand and apply the relevant doctrines, Pratt provides the most thorough treatment available of the law that governs this complex topic.
Termination and Rescission of Agreements for the Purchase and Sale of Land will be an invaluable resource for members of the real estate bar in all of the Canadian common law provinces. This book will also be useful to other legal professionals whose work involves land transactions, and to judges and academics interested in the field of real estate law. Finally, it will be an excellent addition to law library collections across the country.
Table of contents
Chapter 1 – Conditional Agreements of Purchase and Sale
§ 1.01 Conditional agreements of purchase and sale
§ 1.02 Discretionary conditions
§ 1.03 Agreements subject to lawyer’s approval
§ 1.04 Obligations in support of conditional bargains
§ 1.05 Conditions known to be unsatisfiable
§ 1.06 Waiver of conditions
Chapter 2 – Termination for Breach
§ 2.01 Termination for breach
§ 2.02 Title and time promises examined separately
§ 2.03 Conditions, warranties and innominate terms
§ 2.04 Uneven recognition of innominate terms in real estate cases
§ 2.05 Terms are innominate by default
§ 2.06 Warranties
§ 2.07 Conditions
§ 2.08 Innominate terms and fundamental breach
§ 2.09 Justifying termination on alternative or after-discovered grounds
Chapter 3 – Termination for Repudiation
§ 3.01 Scope of the chapter
§ 3.02 Repudiation defined
§ 3.03 Repudiation and its consequences
§ 3.04 Repudiatory contract
Chapter 4 – Termination for Late Performance
§ 4.01 Late performance and time of the essence
§ 4.02 Time is of the essence is strictly applied
§ 4.03 When is time of the essence?
§ 4.04 Ready, willing and able to perform
§ 4.05 Double default
§ 4.06 Limits on the power to invoke time of essence
§ 4.07 Variation, estoppel, election and waiver
§ 4.08 Time of the essence after expiry of a deadline
Chapter 5 – Title Problems
§ 5.01 Title promises are governed by distinct principles
§ 5.02 No duty to disclose title defects
§ 5.03 Title defects discovered after closing: Error in substantialibus
§ 5.04 Timely objections to title problems
§ 5.05 Good or marketable title defined
§ 5.06 Doubtful title
§ 5.07 Defective title: A question of materiality
§ 5.08 Patent or known title defects
§ 5.09 Matters of conveyance must be cleared from title
§ 5.10 Unmarketable title and unmarketable land
§ 5.11 The annulment power
Chapter 6 – Misrepresentation
§ 6.01 Scope of the chapter
§ 6.02 Actionable misrepresentation
§ 6.03 Statements of fact
§ 6.04 Statements of opinion
§ 6.05 Statements about the future
§ 6.06 Statements of law
§ 6.07 Misleading statements of fact
§ 6.08 Reliance on the representation
§ 6.09 Materiality
§ 6.10 Entire-agreement clauses
§ 6.11 Fraudulent misrepresentation
§ 6.12 Misrepresentations by agents
Chapter 7 – Non-Disclosure and Concealment of Defects
§ 7.01 Caveat emptor and defects of quality
§ 7.02 What is a defect?
§ 7.03 Concealment of a defect
§ 7.04 No general duty to disclose defects
§ 7.05 Latent and patent defects
§ 7.06 What latent defects must be disclosed?
§ 7.07 The basis of liability for non-disclosure of a defect
Chapter 8 – Rescission
§ 8.01 The nature of the remedy
§ 8.02 Reasons for denial of rescission
Chapter 9 – Election
§ 9.01 A choice between inconsistent alternatives
§ 9.02 Election, choice and knowledge
§ 9.03 Communication
§ 9.04 Elections by conduct
§ 9.05 Contracting-out of election
§ 9.06 Delay in making the election
Table of Cases