## Facts

- The City of Huntington conveyed a parcel to the Huntington Urban Renewal Authority by general warranty deed for nominal consideration so the Authority could redevelop and resell the land for residential use.
- The City’s prior acquisition from members of the Mickens family omitted conveyances from remaindermen, leaving outstanding remainder interests; the City therefore conveyed less than fee simple.
- The Authority agreed to sell the land to Booker T. Washington Building Construction & Design Company, which constructed a residence but could not convey to a buyer after a title search revealed the Authority held only a life estate interest.
- Booker T. Washington Company sued for breach of contract and consequential damages, alleging the Authority could not deliver good and marketable title; the City was dismissed as a direct defendant because it was not a party to that contract.
- The Authority filed a third-party action against the City seeking defense of title and indemnity for any damages, costs, and attorney’s fees arising from the title defect.
- After suit began, the City pursued condemnation to cure the defect; a circuit court order vested fee simple title in the City.
- The circuit court granted summary judgment to the City on the Authority’s third-party claim and dismissed the City; the Authority appealed.

## Issues

1. Whether a grantor that conveys by general warranty deed must defend and perfect the grantee’s title and indemnify the grantee for losses caused by defects in title.
2. Whether the grantor’s post-conveyance efforts to cure title (including condemnation in the grantor’s name) eliminate or limit the grantor’s warranty-based obligations to the grantee.
3. What categories of loss may be recoverable under warranty-based indemnity, including costs to cure title and reasonable litigation-related expenses.

## Decision

- The Supreme Court of Appeals of West Virginia reversed the summary judgment entered for the City and remanded.
- The court held the City’s general warranty deed obligated the City to defend and perfect the title it purported to convey and to indemnify the Authority for losses caused by the defect.
- The court ruled the City’s later acquisition of fee simple title through condemnation in its own name did not, by itself, satisfy the City’s obligations to the Authority.
- The court did not fix damages; it held the Authority stated a cognizable indemnity claim and was entitled to pursue proof of recoverable losses on remand.

## Legal Principles

- A general warranty deed carries covenants that function as an indemnity: the grantor must protect the grantee from loss resulting from defective title and must respond in damages if the promised title is not delivered.
- When a grantor purports to convey fee simple by general warranty deed but lacks full title, the grantor may be required to cure the defect (including acquiring outstanding interests) or compensate the grantee for resulting loss.
- A grantor’s post-conveyance acquisition or curing of title does not automatically discharge warranty obligations; the grantor must place the grantee in the position promised by the deed or answer in damages.
- Potential recovery under warranty-based indemnity may include reasonable costs to cure the defect, reasonable expenses incurred in responding to the defect (including defense-related costs), and other losses directly attributable to the defective title, subject to proof and ordinary damage limits.

## Conclusion

The court held that a municipality that conveys land by general warranty deed remains responsible to defend and make good the grantee’s title and to indemnify the grantee for losses caused by title defects; because the Authority’s third-party claim fit within those warranty obligations, dismissal on summary judgment was improper and the case was remanded for further proceedings on damages and relief.


Booker T. Wash. Constr. & Design Co. v. Huntington Urb. Renewal Auth., 181 W. Va. 409, 383 S.E.2d 41 (1989)