## Facts

- John J. (“Jack”) and Shirley Ann DeVenney owned real property and agreed to sell it to David Eason.
- The transaction ultimately contemplated a $300,000 purchase price, with $150,000 to be paid at closing and $150,000 to be paid later.
- The DeVenneys agreed to accept Eason’s postdated checks for $150,000 as part of the consideration.
- At the closing, Mrs. DeVenney stated that the postdated-check arrangement was essentially a loan, and she expected Eason to make the checks good when they became cashable about 30 days later.
- Eason assigned the sale contract to Mason Hill and H. Frank Thomas III.
- Hill and Thomas took the benefits of the assignment and acquired the property, with financing from Community Bank & Trust, which took a mortgage lien on the property.
- Eason’s postdated checks were never honored, leaving $150,000 unpaid.
- The DeVenneys sued Eason, Hill, Thomas, and Community Bank & Trust, asserting (among other theories) breach of contract and an implied vendor’s lien that they argued should take priority over the bank’s mortgage.
- The trial court entered summary judgment for the DeVenneys against Eason, but dismissed the DeVenneys’ breach-of-contract claim against Hill, Thomas, and the bank and rejected the DeVenneys’ vendor’s-lien priority claim.
- The DeVenneys appealed to the Supreme Court of Alabama.

## Issues

1. Whether Hill and Thomas, as assignees who took the benefits of the land-sale contract, had a contractual duty relating to the unpaid $150,000 and could be held liable for breach when Eason’s postdated checks were not honored.
2. Whether the DeVenneys had an implied vendor’s lien for unpaid purchase money and, if so, whether it could take priority over Community Bank & Trust’s mortgage lien.

## Decision

- The Supreme Court of Alabama reversed the dismissal of the DeVenneys’ breach-of-contract claim against Hill and Thomas and remanded, holding that the assignees had a contractual duty that was breached when the $150,000 represented by the postdated checks was not paid.
- The court affirmed the trial court’s rejection of the DeVenneys’ attempt to use an implied vendor’s lien to obtain priority over Community Bank & Trust’s mortgage.

## Legal Principles

- An assignment of a contract for the purchase of land may place contractual responsibility on the assignee when the assignee accepts the assignment’s benefits and steps into the purchaser’s position in the transaction.
- When assignees take an assigned purchase contract and proceed with the acquisition on the contract’s terms, they may owe duties tied to the contract’s payment arrangement and may be liable for breach if the agreed purchase funds are not paid.
- An implied vendor’s lien is an equitable remedy that may arise when a seller conveys title but is not paid the full purchase price; however, the lien may be lost or subordinated based on the parties’ payment arrangements and equitable priorities.
- A purchase-money lender’s mortgage lien may remain superior to a seller’s claimed implied vendor’s lien, particularly where the seller’s conduct shows reliance on other means of payment rather than the land as security.

## Conclusion

DeVenney v. Hill holds that Hill and Thomas, as assignees who accepted the benefits of Eason’s land-sale contract and acquired the property under that arrangement, could be held contractually responsible when the $150,000 portion of the price represented by Eason’s postdated checks was not paid, but the sellers could not use an implied vendor’s lien to displace the priority of Community Bank & Trust’s mortgage.


DeVenney v. Hill, 918 So.2d 106 (2005)