Also known as:vendors · venditor · venditors · venditrix · seller
Written by attorneys · grounded in primary & secondary sources — see below
A person or entity that transfers ownership of property or goods to a buyer in exchange for consideration. The vendor bears the obligation to deliver marketable title or conforming goods and may face liability for defects or failure to convey clear title.
Sources & Authorities
How it applies
Common Examples
6
Unmarketable Title in Land Sale
Valerie Voss contracted to sell her home to Vincente Vukovic. A recorded easement appeared in the chain of title that Voss could not remove before closing. Vukovic refused to proceed because the title failed the reasonable-purchaser test and demanded rescission.
Sale of Law Practice
Vivian Vaughn decided to retire and transfer her solo practice to Veronica Villanueva. Vaughn ceased practicing in the geographic area after the transfer and gave written notice to all clients as required by the governing ethics rule.
Known Danger in Chattel Sale
Valdez Steel sold used industrial presses manufactured by a third party to Venture Holdings. The seller knew the presses lacked required safety guards yet failed to warn the buyer. An employee of Venture Holdings suffered serious injury when a press activated unexpectedly.
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Cases
Uniform Acts
Model Codes
Common Law
Restatements
Study Supplements
Dictionaries
Purchase-Money Mortgage Priority
Viola Volkov sold a parcel to Vista Manufacturing and took back a mortgage for most of the purchase price. A prior judgment lien against the buyer attached before closing. The vendor's mortgage received priority over the earlier lien under the purchase-money doctrine.
Risk of Loss After Contract
Vaughn Valentine agreed to sell commercial property to Villanueva Construction. Before closing a fire destroyed the building. Under equitable conversion the buyer bore the loss and remained obligated to pay the full contract price.
Buyer Security Interest After Rejection
Venture Holdings rejected nonconforming goods delivered by Valdez Steel and retained possession while awaiting instructions. The buyer held a security interest in the goods for payments made and expenses incurred and could resell them to recover those amounts.
Common questions
Frequently Asked
4
What title standard must a vendor satisfy at closing in a land sale contract?+
A vendor must convey marketable title free from reasonable doubt that a prudent purchaser would accept. Defects such as unreleased liens or breaks in the chain allow the buyer to refuse performance or seek rescission unless cured or waived.
Supporting sources
Does a vendor remain liable for known dangers in goods sold by a third-party manufacturer?+
Yes. When the vendor knows or has reason to know the chattel is dangerous, the vendor must exercise reasonable care to warn the buyer or others who may be endangered or face liability for resulting bodily harm.
Supporting sources
How does equitable conversion affect a vendor after a land contract is signed?+
The vendor holds legal title as trustee for the buyer and the risk of loss typically shifts to the buyer at contract formation. The vendor may still be required to convey marketable title at closing but bears the purchase-money interest rather than ownership risk.
Supporting sources
When may a buyer obtain a security interest in goods against a vendor after rejection?+
After rightful rejection or justifiable revocation the buyer holds a security interest in the goods for payments made and reasonable expenses and may resell them in the same manner as an aggrieved seller.
Supporting sources
326 U.S. 310 (1945)Civil Procedure
…to be accepted without the state and filled by shipment of the purchased goods interstate, does not render the corporation seller amenable to suit within the state. See Green v. Chicago, B. & Q. R. Co. , 205 U. S. 530, 533; International Harvester Co. v. Kentucky, supra , 586-587; Philadelphia & Reading R. Co. v.…