Reference no: EM133665762

Assignment:

On October 26th, Seller ("S") and Purchaser ("P") enter into a "time 1s of the essence" contract of sale for Blackacre with closing scheduled for December 27th. Blackacre contains a two-story car manufacturing plant, with car stamping machinery still in place. The contract does not mention the machinery. Broker ("B") was S's broker in the transaction but failed to tell P that the property was once a hazardous waste site still containing volatile gases and chemicals. The contract allows P to begin operations as a tenant on November 1st while still proceeding with its due diligence for closing. On December 20th, a spark from one of P's employee's torches ignites the gases and burns the structure to the ground.

(a) Discuss S, P and B's liability and risks in the structure's destruction and the effect of this damage on the contract of sale. Discuss specifically who bears the risk for the car stamping machinery along with the other issues you see here.

(b) Discuss the insurance effects of this casualty. Explain what types of insurance can help the parties and discuss under what circumstances marketable title can be conveyed to P.

(c) Explain the impact of the "time is of the essence" provision if one or both of the parties do not close on December 27th. Briefly explain what happens to B's commission under these circumstances. In this context, give your basis for what B would have to do to earn a commission and how his failure to disclose the presence of gases and chemicals on the property may affect his legal rights.

(d) Assume for this subsection only, the structure is intact but S refuses to convey Blackacre to P. Identify and explain P's remedies (Hint: P has at least six remedies but identifying and explaining four (4) will earn full credit).