## Facts

- Locke-Paddon Land Company (Locke-Paddon) owned a tract of real property and gave People’s Savings Bank a mortgage on the tract to secure a promissory note.
- On July 1, 1920, Locke-Paddon entered a written installment contract to sell Richard Lloyd lot 12 in the Locke-Paddon Subdivision of Watsonville Farms for $2,750, with $600 down and $20 monthly installments plus interest on the unpaid balance.
- The contract provided that Locke-Paddon would convey the lot to Lloyd “free and clear of encumbrance” “upon receiving the full purchase price,” and allowed Lloyd to pay the balance early and demand a deed.
- The contract contained a forfeiture/default provision authorizing the seller, upon the buyer’s default, to cancel the agreement, retake the premises, and retain sums already paid; it also stated that time was of the essence and that the buyer’s performance was a condition precedent to the seller’s duty to perform.
- Lloyd took possession and made payments for years. By about January 1928, only about $400–$500 of the contract price remained unpaid.
- Locke-Paddon then defaulted on its note to the bank. The bank filed a foreclosure action and purchased the property at the foreclosure sale, cutting off Locke-Paddon’s title subject to any redemption period.
- After the foreclosure sale (and before the redemption period expired), Lloyd stopped making payments to Locke-Paddon.
- Locke-Paddon sent Lloyd a notice of cancellation dated October 3, 1928, declaring Lloyd in default, declaring the balance due, and stating the contract would be canceled if not paid by November 1, 1928.
- Lloyd responded (October 23, 1928) that Locke-Paddon had already breached by permitting foreclosure of the prior mortgage and thereby losing the ability to convey the promised title.
- Lloyd negotiated directly with the bank and obtained title by paying an additional sum (about $875).
- Lloyd sued Locke-Paddon and related defendants to recover the installments he had paid to Locke-Paddon, plus interest, based on the seller’s failure to deliver the promised unencumbered title.
- The case was tried to the court without a jury. The trial court entered judgment for Lloyd (approximately $4,700) against Locke-Paddon and other defendants, and the defendants appealed.

## Issues

1. Did the seller breach an installment land sale contract by allowing foreclosure of a prior mortgage, resulting in loss of title and inability to convey the property “free and clear of encumbrance” when the buyer completed payment?
2. If the seller’s conduct was a breach, could the buyer recover installments already paid (with interest) even though the contract made the seller’s duty to convey contingent on full payment and included time-is-of-the-essence and forfeiture terms?
3. Did the buyer’s stopping payment after the foreclosure sale, and later obtaining title from the mortgagee for additional money, bar or reduce the buyer’s recovery from the seller?

## Decision

- The Court of Appeal affirmed the judgment for Lloyd.
- The seller’s permitting foreclosure of the prior mortgage and loss of the property prevented the seller from being able to perform the promised conveyance of title free of encumbrances, which constituted a breach.
- The seller could not rely on contractual forfeiture, time-of-the-essence language, or the buyer’s remaining balance as a defense where the seller’s own conduct made performance impossible.
- The buyer was entitled to recover the amounts previously paid to the seller, with interest, as awarded by the trial court, notwithstanding the buyer’s later separate arrangement with the bank to obtain title.

## Legal Principles

- A vendor under an installment land contract that calls for delivery of title free of encumbrances must maintain the ability to deliver that title; the vendor may not permit a prior mortgage to be foreclosed and thereby destroy the subject matter of the bargain.
- When the vendor’s breach makes conveyance as promised impossible, the purchaser may treat the contract as ended and seek restitution of installments previously paid.
- A party in default on a material obligation cannot enforce forfeiture provisions to retain the other party’s payments when the defaulting party’s conduct caused the failure of performance.
- A purchaser is not required to continue paying installments after the vendor’s actions have eliminated the vendor’s capacity to convey the agreed title.
- A purchaser’s later purchase of title from a foreclosing mortgagee does not, by itself, relieve the vendor from liability for the earlier breach; it may function as a practical step to protect the purchaser’s possession rather than a waiver of the purchaser’s claim for repayment.

## Conclusion

Lloyd held that where a seller under an installment real estate contract promises to convey title free of encumbrances but allows a prior mortgage to be foreclosed and loses the property, the seller breaches the contract and cannot keep the buyer’s installment payments under forfeiture and time-is-of-the-essence provisions; the buyer may stop paying and recover the amounts already paid, with interest, even if the buyer later secures title directly from the mortgagee.


Lloyd v. Locke-Paddon Land Co., 5 Cal. App. 2d 211 (1935)