## Facts

- A Canadian corporation owned real property in New York.
- In 1911, the corporation entered a court-supervised liquidation in Canada, and liquidators were appointed to wind up its affairs.
- Acting under the liquidation authority, the liquidators executed a deed conveying the New York land to Louis Deschenes.
- In 1925, Deschenes conveyed the land to Francis J. N. Tallman by deed containing a covenant of seisin.
- Tallman asserted Deschenes lacked title because the liquidators’ deed allegedly did not effectively transfer title, and claimed a breach of the covenant of seisin.
- After the dispute arose, the corporation executed a 1928 deed directly to Tallman stating it was “in confirmation” of the liquidators’ earlier deed and requested as necessary to accomplish the corporation’s winding up.
- Tallman accepted and recorded the 1928 confirmatory deed.

## Issues

1. Whether Tallman’s acceptance of a confirmatory deed from the corporation validating the liquidators’ conveyance bars Tallman’s claim for damages for breach of the covenant of seisin in Deschenes’s 1925 deed.
2. Whether a deed executed in a foreign, court-supervised corporate liquidation, later ratified by the corporation, can be treated as effectively passing (or being confirmed to pass) title to New York land for purposes of the parties’ title dispute.

## Decision

- The Court of Appeals reversed the order denying Deschenes’s motion for judgment on the pleadings.
- The court held that the 1928 deed operated as a confirmation of the liquidators’ deed and perfected Tallman’s title.
- The court held that, by accepting the confirmatory deed, Tallman could not recover damages for an alleged breach of the covenant of seisin based on the earlier asserted defect in title.
- The certified question was answered in favor of Deschenes.

## Legal Principles

- A covenant of seisin is a present covenant typically breached, if at all, at the moment of conveyance when the grantor lacks the estate purportedly conveyed.
- A grantee who voluntarily accepts a confirmatory deed intended to validate and perfect title may be barred, by election/waiver/estoppel, from pursuing damages premised on the very defect the later deed cures.
- New York may give effect to acts taken in a foreign, court-supervised liquidation of a foreign corporation, particularly where the corporation later ratifies the liquidators’ conveyance and no local policy is offended.
- A party may not accept the benefit of a transaction that confirms title while simultaneously treating the earlier title as defective to obtain covenant damages.

## Conclusion

Because Tallman accepted and recorded a deed expressly confirming the liquidators’ conveyance and perfecting his title, he was precluded from maintaining a claim for breach of the covenant of seisin based on the earlier alleged defect, and judgment on the pleadings was warranted for Deschenes.


Deschenes v. Tallman, 248 N.Y. 33 (N.Y. 1928)