Returning Subscriber?
Not a Subscriber to Litigation Pathfinder?
Get the full text of this legal issue, including links to cited primary law, along with unlimited access 1,000’s of other legal issues…and more!
Area of Law: | Business Organizations & Contracts |
Keywords: | Holding company; Obligations; Predecessors-in-interest |
Jurisdiction: | Florida |
Cited Cases: | 466 F. Supp. 689; 667 So. 2d 257; 33 So. 2d 150; 924 F.2d 109; 804 F. Supp. 1471; 27 F.2d 748; 568 So. 2d 543; 233 So. 2d 140; 178 So. 2d 217; 964 F.2d 503; 889 F. Supp. 475; 2 So. 2d 890; 907 F.2d 1101; 20 F.3d 786; 298 So. 2d 471; 160 So. 215 |
Cited Statutes: | Restatement (Second) Contracts § 328(1); Fla. Stat. § 672.210(4); |
Date: | 04/01/2001 |
A subsequent assignee need not be one of the original contracting parties to be bound by an agreement; one can be bound to an original agreement by subsequent agreements or assignments from the original parties or their successors that indicates such intent. See Jenkins v. City Ice & Fuel Co., 118 Fla. 795, 160 So. 215, 217 (1935). See Fred S. Conrad Constr. Co. v. Exchange Bank, 178 So. 2d 217, 219 (Fla. 5th Dist. Ct. App. 1965); see also 6A C.J.S. Assignments § 102 (1975) (“Subsequent or remote assignees generally acquire all the rights of the assignee under the original assignment and no more . . . . Successive or remote assignees . . . take subject to the equities existing between the original assignor and his assignee as well as to equities existing between the original assignor and [the other original party].”).
The merger-by-deed doctrine provides that generally a preliminary agreement is merged into a deed, and the latter controls with respect to the seller’s warranties of sale with respect to real property. See Volunteer Sec. Co. v. Dowl, 159 Fla. 767, 33 So. 2d 150 (1947); Stephan v. Brown, 233 So. 2d 140 (Fla. 2d Dist. Ct. App. 1970); Bennett v. Behring Corp., 466 F. Supp. 689 (S.D. Fla. 1979)).
However, the merger doctrine “does not apply if there is uncertainty as to the extent of the undertaking.” Jacksonville Paper Co. […]
Subscribe to Litigation Pathfinder
To get the full-text of this Legal Memorandum ... and more!
(Month-to-month and annual subscriptions available)
Get the full text of this legal issue, including links to cited primary law, along with unlimited access 1,000’s of other legal issues…and more!