Also known as: close · closed · closes · settlement · completion of transaction
Written by attorneys · grounded in primary & secondary sources — see below
The final meeting between the parties to a transaction at which the transaction is consummated. In real estate transactions the conveyancing documents are concluded and the money and property are transferred.
Select any source to read its text and confirm it supports the definition.
Caleb Chang and Claire Campbell scheduled the final transfer of a commercial building. During the meeting Claire struck Caleb with a heavy object after he revealed he had lied about prior damage to the structure. Caleb responded by killing Claire. The court treated the battery as adequate provocation that reduced the charge from murder to voluntary manslaughter.
Copperfield Mining contracted to sell land to Citadel Security. At the final meeting the buyer discovered an unreleased lien that created reasonable doubt about ownership. Citadel refused to proceed with the exchange of funds and deeds. The seller's failure to deliver marketable title at the meeting entitled the buyer to rescission.
Cascade Manufacturing completed the sale of equipment to Crystal Dynamics at their final meeting. Thirty days after the close of all discovery the seller moved for summary judgment on a related contract claim. The court accepted the motion because it was filed within the permitted window.
Cecilia Cabrera represented Catherine Carter in negotiating the sale of a business. The parties reached agreement at the final meeting. Cabrera's written fee agreement provided that her compensation would be a percentage of the purchase price paid at that meeting, satisfying the requirements for a valid contingent fee arrangement.
Corinne Cho brought a derivative action on behalf of an LLC. After judgment the proceeds were paid into the company. When the members later held their final meeting to wind up affairs the recovery remained with the LLC rather than going to Cho personally.
Chloe Chen and her partners decided to end their limited partnership. At the final meeting they paid all creditors, completed pending business, and distributed remaining assets according to the statutory order. The process satisfied the requirement to settle and close the partnership's affairs.
The seller must convey marketable title free from reasonable doubt. If liens or other defects remain, the buyer may refuse to proceed and may obtain rescission or damages.
Under the majority rule risk passes to the buyer upon contract formation. The buyer must still pay the full price even if the property is destroyed before the final exchange of documents.
Yes. The buyer may rescind or refuse to perform when the seller cannot cure defects such as unreleased liens or breaks in the chain of title by the time of the meeting.
…the Constitution and not such ordinary act must govern cases to which both apply. To contend otherwise is to say courts must close their eyes on the Constitution and see only the law which would subvert written constitutions. The Constitution extends judicial power to all cases arising under the Constitution. Could it…