## Facts

- A buyer contracted to purchase 24.534 acres of the seller’s undeveloped recreational land for $38,000 under a standard form contract.
- The contract required a warranty deed “subject to” covenants, easements, and zoning/environmental laws, “provided that this does not render the title to the premises unmarketable.”
- The parties intended the land to remain undeveloped after the sale.
- Before closing, the buyer’s attorney demanded the seller comply with local subdivision regulations by obtaining subdivision approval.
- The seller did not seek subdivision approval; instead, it set a time-of-the-essence closing date and warned nonclosing would be treated as anticipatory breach.
- The buyer refused to close, asserting title was unmarketable without subdivision approval and that its lender would not fund absent approval.
- The seller canceled the contract and returned the buyer’s deposit; the buyer rejected the cancellation and sued for specific performance compelling the seller to obtain approval and convey.

## Issues

1. Whether the village’s subdivision regulations applied to a conveyance of a portion of a parcel when the parties intended no development.
2. If the regulations applied, whether the seller’s failure to obtain subdivision approval rendered title unmarketable under the parties’ contract.
3. Whether the buyer was entitled to specific performance based solely on an asserted lack of marketable title.

## Decision

- The court held the subdivision regulations applied to the conveyance even though the parties intended the land to remain undeveloped.
- The court held the seller’s failure to obtain subdivision approval did not render title unmarketable under the contract.
- The court reversed the lower courts, denied the buyer’s motion for summary judgment, granted summary judgment to the seller, and dismissed the complaint.

## Legal Principles

- Marketable title concerns defects in ownership or possession that create reasonable doubt about the seller’s legal estate; it does not guarantee freedom from public-law use restrictions.
- Absent an express, contrary agreement, a zoning or subdivision violation (or failure to secure regulatory approval) does not render title unmarketable.
- A contract clause taking title “subject to” zoning and similar laws generally allocates regulatory risk to the buyer unless the seller expressly undertakes to cure or obtain approvals.
- A buyer seeking to require a seller to obtain subdivision or zoning approvals must negotiate for an explicit contractual obligation; it will not be implied from a general promise of marketable title.

## Conclusion

Although the conveyance required subdivision approval under local regulations, the seller had no contractual duty to obtain that approval, and the absence of approval did not make title unmarketable; therefore, the buyer could not compel specific performance.


Voorheesville Rod & Gun Club, Inc. v. E.W. Tompkins Co., 82 N.Y.2d 564, 626 N.E.2d 917 (N.Y. 1993)