Also known as: sales · sell · selling · sold
Written by attorneys · grounded in primary & secondary sources — see below
A transfer of property or title for a price. The transaction requires parties competent to contract, mutual assent, a thing capable of being transferred, and a price in money paid or promised.
Sierra Santos contracted to sell land to Spencer Silver. A recorded lien remained on the property at closing. Spencer refused to proceed because the lien created reasonable doubt about the title. Sierra could not cure the defect before the closing date.
Sentinel Security's board approved the sale of its manufacturing division. The division accounted for more than twenty-five percent of the company's assets and revenues on a consolidated basis. Shareholders were required to approve the transaction before it could close.
Sylvia Santos received several stolen GPS units from a supplier and immediately offered them for sale to farm clients. The units exceeded five hundred dollars in value. The prosecution charged the receipt as a third-degree felony because of the amount involved and the intent to sell.
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Simon Stern decided to retire and arranged the sale of his entire practice to Synergy Systems. Stern agreed to cease practicing law in the same jurisdiction after the transfer. Written notice was sent to each client before the closing.
Stonehaven Properties purchased a vehicle component from a manufacturer that advertised and maintained dealers in the forum state. The component failed and caused injury. The manufacturer was subject to specific jurisdiction because it had exploited the state market and the claim related to those contacts.
Skyline Construction, a limited partnership, proposed to sell substantially all of its equipment outside the ordinary course of business. All partners were required to consent before the disposition could proceed. One limited partner withheld consent, blocking the transaction.
The seller must convey title free from reasonable doubt that a prudent purchaser would accept. A recorded lien or gap in the chain renders title unmarketable unless cured or waived.
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Shareholder approval is required when the disposition leaves the corporation without a significant continuing business activity. Retention of at least twenty-five percent of assets and revenues creates a conclusive presumption of retained activity.
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Receipt is a third-degree felony if the value exceeds five hundred dollars or the property is a listed vehicle. Continued possession and offer for sale after learning of the theft supports the required knowledge and intent.
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The seller must cease practice in the relevant geographic area or jurisdiction. The entire practice or area must be sold to one or more lawyers, and written notice must be given to all clients.
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Unanimous consent is required for any sale of all or substantially all partnership property outside the usual course of business. The rule protects partners from fundamental changes without full agreement.
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…remedy for the commission. The judgment in detinue is for the thing itself or its value. The value of a public office not to be sold is incapable of being ascertained; the applicant has a right to the office itself or to nothing. He will obtain the office by obtaining the commission or a copy of it from the record. This…