Legal Question in Real Estate Law in Maryland
I entered into a contract to purchase a home on July 26th. Settlement was to be Sept. 15. The seller has refused to turn over documentation on the LLC which is needed to prove clear title and that I have no ownership or relationship with the LLC. The deal is going to fall apart. If I failed to close in time I would have lost my deposit. What recourse do I have to make them peform?
2 Answers from Attorneys
Your remedies and recourse largely depend on the specific contract language. You may have a right to sue for specific performance, that is to force the seller to consummate the sale. If the seller cannot convey marketable title, a potential buyer can usually walk away and get the deposit back.
However, it is not clear from your post what internal LLC documentation you requested from the seller and how that affects title (title is based on the chain of title demonstrated in land records, not the internal records of an entity). Your post seems to suggest a transfer from an LLC to an individual.
I strongly suggest that you immediately seek professional review of the pending contract. While I hope this post helps point you in the right direction, it is not a substitute for personal legal advice.
The contract obligates the seller to convey clear title. This is accomplished by a land records search of the title, which would reveal if there are any liens against the property. Although your question was unclear, I assume the property is titled in the name of the LLC. The charter for the LLC filed with the Department of Assessments and Taxation would reveal who the members are, at least when it was formed. Judgments or liens against individual LLC members would not attach to the property if it's owned by the LLC.
It sounds like your loan commitment is contingent on your not being a member of the LLC. If so, if supplying the charter is insufficient for the loan underwriter, why can't the LLC provide a statement verifying your lack of relationship with it? If this won't resolve the problem, it sounds like your problem is more with the lender than the seller. You should consult with a real estate attorney to see if another solution can be found.
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