Using the Subdivision Map Act to Void an Unwanted Transaction

By Cori Badgley

Sixells, LLC v. Cannery Business Park (2008) 170 Cal.App.4th 648 reminds buyers and sellers that when entering into a purchase agreement whereby the property must be subdivided, the Subdivision Map Act requires that a parcel map be filed prior to contracting for the sale or the sale must be expressly conditioned upon the approval and filing of a final map. The purchase and sale agreement between Sixells and Cannery Business Park failed to meet these requirements and was therefore void.

Sixells, the buyer, drafted the purchase and sale contract for four acres of the seller’s property. In order to sell the four acres, seller’s property had to be subdivided to make the four acres its own legal parcel. The contract included a condition precedent to Sixells’ purchase that stated: “On the Closing Date, a final map shall have been recorded so that the Property constitutes a legal parcel that can be developed into the Project.” The contract also stated that the conditions precedent may be waived by the buyer.

Like the court of appeal found in Black Hill Investments, Inc. v. Albertson’s Inc. (2007) 146 Cal.App.4th 883 (see “Contract Language and the Subdivision Map Act”), the court in this case held that the contract violated the Subdivision Map Act by failing to “expressly condition” the sale on the filing and approval of a parcel map. (Gov. Code, § 66499.30(e).) Although there was a condition precedent, the contract stated that all of the conditions could be waived. Therefore, the contract violated the Subdivision Map Act and was void as a matter of law.

Cori Badgley is an associate at Abbott & Kindermann, LLP. For questions relating to this article or any other California land use, real estate, environmental and/or planning issues contact Abbott & Kindermann, LLP at (916) 456-9595.

The information presented in this article should not be construed to be formal legal advice by Abbott & Kindermann, LLP, nor the formation of a lawyer/client relationship. Because of the changing nature of this area of the law and the importance of individual facts, readers are encouraged to seek independent counsel for advice regarding their individual legal issues.

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