VENDOR AND PURCHASER - RIGHT OF VENDOR\u27S ASSIGNEE TO SPECIFIC PERFORMANCE WHERE CONTRACT CALLS FOR WARRANTY DEED

Vendor, a corporation, contracted to convey real estate to the vendee by good and sufficient warranty deed, free of all incumbrances upon payment of the purchase price by the vendee. The vendor assigned the contract to X as trustee and then went into receivership and liquidation. A new corporation was organized and the real estate subject to the contract was conveyed to it by the old corporation (vendor). The contract was then assigned to the new corporation by X, the trustee. The vendee being in default, the new corporation as assignee of the vendor sued the vendee for specific performance and to require the vendee to accept a deed from the plaintiff. Held, specific performance granted. Although the contract called for a warranty deed of the vendor which includes covenants of seizin and against incumbrances, both non-assignable personal covenants, nevertheless the vendee was required to accept the warranty deed of the assignee of the vendor because the personal covenants of the vendor would be worthless since it had been dissolved and the vendee would therefore get substantially as good performance from the warranties of the plaintiff as he would have from the vendor itself. Coral Gables v. Payne, (C. C. A. 4th, 1938) 94 F. (2d) 593