## Facts

- Ralph and Mary Bass sought to buy a commercially zoned parcel so they could move a house onto it, renovate it, and resell it as an office building.
- Timothy Farr, an attorney involved in the transaction (representing the sellers and performing the title work used at closing), examined the title and assisted with closing the Basses’ purchase.
- Farr discovered a restrictive covenant in prior deeds limiting the property to residential use.
- Farr concluded the restriction was effectively null because the property had been commercially zoned and used for commercial development for years, and he certified or advised that the title was marketable.
- Relying on Farr’s certification, the Basses bought the property and prepared it for resale.
- The next year, American Security of Greenville contracted to buy the property.
- After an American Security employee was told by a neighboring landowner about the residential-use restriction, American Security concluded there was a high probability of litigation over the restriction, treated the title as unmarketable, and refused to close.
- The Basses sued Farr for negligence (including negligent misrepresentation based on the title certification) and sued American Security for breach of the purchase contract.
- The trial court ruled, as a matter of law, that the Basses’ title was unmarketable as to American Security, but the factfinder found Farr’s title search and conclusions were reasonable and found no negligence by Farr.
- The Basses appealed, arguing that the rulings—unmarketable title, but no negligence—were legally inconsistent.

## Issues

1. Whether the trial court improperly produced “inconsistent verdicts” by ruling that the title was unmarketable while also finding (or permitting a finding) that Farr was not negligent in certifying the title as marketable.

## Decision

- The Supreme Court of South Carolina granted Farr’s petition for certiorari to review the Court of Appeals’ decision.
- The Supreme Court reversed the Court of Appeals.
- The court held that the trial court’s unmarketability ruling was not legally inconsistent with the determination that Farr was not negligent.
- The court left standing the result that American Security was excused from performance due to unmarketable title, while Farr was not liable for negligence based on his title certification.

## Legal Principles

- Marketability of title (a legal determination in a contract dispute) and attorney negligence (a professional-standard inquiry) are separate questions and may yield different outcomes without conflict.
- Legal malpractice or negligent misrepresentation requires proof that the attorney failed to exercise the ordinary care, skill, and diligence expected of a reasonably competent attorney under similar circumstances.
- An attorney is not a guarantor of a correct legal conclusion; a reasonable professional judgment may be mistaken without constituting negligence.
- A later judicial determination that title is unmarketable does not, by itself, establish that an earlier title certification was negligently made.

## Conclusion

Bass v. Farr holds that a court may determine, as a matter of law, that a property’s title is unmarketable for purposes of a buyer’s refusal to close while still concluding that the attorney who earlier certified the title as marketable acted reasonably and therefore is not liable in negligence or negligent misrepresentation.


Bass v. Farr, 434 S.E.2d 274 (1993)