## Facts

- Dr. Margaretha W. Langman and Caleb N. Stowe bought commercial real estate in Maryland as tenants in common, financing most of the purchase with a note secured by a first deed of trust.
- They later conveyed the property by deed to the Alumni Association of the University of Virginia as a charitable gift.
- The deed stated that the grantee “assumes payment” of the secured note and would hold the grantors harmless from further liability.
- The Alumni Association did not sign the deed, but it accepted and recorded it and initially treated the mortgage as a liability on its financial statements.
- After a default, the lender’s successor notified Langman; she cured the default and demanded reimbursement from the Alumni Association under the assumption clause.
- The Alumni Association refused, asserting it never knowingly agreed to assume the mortgage and raising defenses including fraud, mutual mistake, statute of frauds, and failure of consideration.

## Issues

1. Whether the grantee’s acceptance and recording of a deed bound it to an explicit mortgage-assumption clause despite the grantee’s lack of signature.
2. Whether parol evidence was admissible to contradict or vary an unambiguous assumption clause in a deed.
3. Whether alleged fraud, mutual mistake, failure of consideration, or the statute of frauds defeated enforcement of the assumption clause.
4. Whether the trial court could declare the conveyance ineffective and a nullity based on the grantee’s later disavowal of the assumption obligation.

## Decision

- The Supreme Court of Virginia reversed and remanded.
- The trial court erred by declaring the conveyance ineffective and the assumption clause unenforceable.
- The assumption clause was clear, unambiguous, and explicit; the grantee was bound by it upon acceptance of the deed.
- Parol evidence was improperly admitted to negate or contradict the unambiguous deed terms.
- The asserted defenses (fraud, mutual mistake, failure of consideration, and statute of frauds) did not bar enforcement of the assumption clause.

## Legal Principles

- A grantee who accepts a deed becomes contractually bound by its provisions, including a promise to assume an existing mortgage.
- Acceptance may be inferred from conduct such as recording the deed and receiving benefits under it; acceptance is presumed absent timely renunciation or disclaimer.
- Parol evidence of prior or contemporaneous negotiations is inadmissible to vary or contradict a complete, unambiguous deed; courts must apply the deed’s “four corners” when the language is clear.
- Fraud or mutual mistake cannot nullify or reform a deed without proof meeting a heightened evidentiary standard; unilateral or unproven mistake is insufficient.
- A grantee’s mortgage-assumption promise contained in the deed is treated as an original undertaking arising from the conveyance, not a collateral promise barred by the statute of frauds.
- Receipt of the conveyed property interest supplies sufficient consideration to support the grantee’s assumption obligation, even in a transaction characterized as a gift.

## Conclusion

Because the Alumni Association accepted and recorded a deed that clearly required it to assume and pay the secured note, it was bound by that obligation; extrinsic evidence and equitable defenses could not defeat enforcement of an unambiguous assumption clause, and the conveyance could not be treated as a nullity based on later repudiation.


Langman v. Alumni Ass’n of the Univ. of Va., 247 Va. 491, 442 S.E.2d 669 (Va. 1994)