Legal Question in Real Estate Law in California

Hello, we have a situation and would like to get your advice:

We have an old manufactured/mobile home that we are selling, but as this market is different, is harder to sell. But there are manufactured home companies that can take homes for cash "as is" for which they then fix up and sell or replace with new home on the lot/space to sell. Quite a while back we also listed the home on Zillow.com as "make me move" which means not officially for sale, but under consideration. We got some inquiries but no majorly interested buyer and we weren't quite ready to sell at the time until now.

Well, we went with MfgHomeCompany company to get what we can for the home, and neglected to realize we signed a legal contract, though the final price for sale could change (via addendums, learned that later). A few days after (bad timing...), we got a solicit from a prospective buyer who found our home and wanted to buy the home "as is" for cash as well, and suggested we do a "for sale by owner" and the buyer side had relative that's a realtor who would assist with the process and not charge commission (to help her family/buyer). The buyer's situation was like us, immigrants with little money, but wanted to make a good life, moving up little at a time, starting with a house like ours that they could afford. Feeling for them, and their offer of a good deal, and from our negligence, we signed a contract with them but we have one with MfgHomeCompany first. We live in California, and both contracts seem non-standard. MfgHomeCompany appears to be a corporate contract, not a standard CAR contract. The buyer's contract was hand written and also not a standard CAR.

The MfgHomeCompany contract has contingencies to allow them to elect to cancel if they want to, no seller contingencies, no clauses to indicate what happens on default. It has good legal description of the home, and what is to be included. I only found 1 typo in the contract, and not a major one.

The buyer's contract has information mismatch that both parties neglected to initial for correction (but still needs more correction first), is less descriptive of the home (compared to MfgHomeCompany), and has contingency that the mobile home park approve their tenancy and establish a lease and park rules agreement with them first for the sale to go through. The contract also has a clause that we forgot to initial, and buyer neglected to notice - I was wondering if the initial omissions, and information mismatch make the agreement any less valid? The buyer's contract has no mention of defaults, and no seller contingencies.

The park manager also noticed we had two parties, and requested we submit a letter to inform them of who we will sell to, so they can act accordingly for their part in approval for the sale transaction (approve tenancy to buyer vs allow MfgHomeCompany to put up new home of certain size, etc.).

Before the manager brought up the topic, we realized our error and contacted the buyer that we may have to cancel (or default) on them if we can't cancel with MfgHomeCompany, they were reluctant to want to cancel with us and told us to cancel with MfgHomeCompany. We also wanted to help buyer out, so talked to our agent representative for MfgHomeCompany. The requested was relayed to their corporate management, but didn't get taken too well and they didn't seem likely to allow canceling either.

Considering not wanting to deal with legal issues with a corporation, and with what the park manager required, and the contingencies of both contracts, it seemed like the best option was to sell to MfgHomeCompany and default on the buyer. From talking with both parties it was unlikely either would agree to a cancellation off the bat. Is this the best course of action? We obviously can't or shouldn't default on both parties (unless we really needed to live in the home), so we would have to default one at least (if they won't agree to cancellation from the start).

Also, both contracts were pretty short compared to standard (CAR) real estate forms.

How ugly can this get based on what is described here? We're ok with paying money damages for canceling contract (pay cancel fees, return earnest deposit). As for getting sued for specific performance, not much we can do if sued but if that happens I'm assuming both MfgHomeCompany and buyer will sue if the initial buyer suit blocks the sale to MfgHomeCompany (assuming it gets that far), which then would get to be like a 3-way suit, and I don't see how anyone benefits, so thus how likely will that occur?

I'm also assuming with our letter to park manager that we intend to sell to MfgHomeCompany because we are obligated to (can't find loophole yet) , it would fail the buyer's contingency of tenancy agreement with the park for the sale to complete (though kind of bad because we caused it with the letter). But in that case, per the contract terms, it would appear that we are not in default (based on the terms as written). Will that help against a suit?


Asked on 6/02/12, 11:45 pm

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

First question is whether the manufactured/mobile home is currently treated as real property or personal property. Generally, California law treats them as personal property until they are attached to the ground with at least a semi-permanent foundation and accepted for taxation as real estate by the county assessor/tax collector. Since the law is pretty different as between real and personal property, that question needs to be resolved first.

After that, I'd say having a lawyer read the two contracts to determine which one takes precedence and whether the other may be a cause for damages or is merely a nullity would probably be the next step. Interpretation of contracts and guesstimation of settlements or possible damages is an attorney's job, to be done after careful reading of the conflictng contracts.

If you speak to an attorney, you might ask whether this is a suitable case for an "interpleader" action. This is a special kind of lawsuit in which the plaintiff (you) sues the two defendants (the would-be buyers) and then steps aside, leaving the defendants to duke it out in court.

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Answered on 6/04/12, 9:59 am


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