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Irwin Law
Irwin Law, Attorney
Category: Legal
Satisfied Customers: 4665
Experience:  Lawyer & Real Estate Broker, 30+ years, foreclosure, land contracts, inheritance, probate.
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My LLC purchased real estate for back taxs from my counties

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My LLC purchased real estate for back tax's from my counties repository list with the intent of repairing and renting the house. Shortly after the county deeded the property to my LLC a tree fell on the house and it was condemned by the municipality's code officer. The borough manager for the municipality called me and stated that if the real estate is deeded to the municipality then the municipality will demolish and not pursue my LLC for violation of building code. I agreed to these terms and was asked to bring my deed to the borough's attorney, which I did. The municipality did not contact me for a couple months then proceeded to send me a code violation notice. I responded with both a phone call and a letter stating the agreement we had. The municipality responded by mailing me a citation for violation of code. They are also citing me as an individual. I do not individually own any real estate; my LLC does. Am I correct in believing that this case is improperly constructed and I cannot be personally cited when my LLC is the owner? Am I also correct in believing that because the municipality's attorney admitted that we had an agreement in a voice mail that the agreement is enforceable pursuant to PA UCC at section 2201(c)(2)? Even though his acknowledgement was not made in testimony or a pleading if I play that voice mail and he admits that it is his voice, he has then testified that he acknowledges the agreement, correct? Also both parties took actions relying on the agreement. I have another voice mail where the attorney states he writing up the deed from my LLC to the borough and needed to know the names of the members who will be signing it. I also took the action of not demolishing the property and allocating my resources elsewhere based on the agreement. Do I have a defense against the citation and a case against the municipality?
Submitted: 8 months ago.
Category: Legal
Expert:  Irwin Law replied 8 months ago.

Hello, and thanks for submitting this interesting question. Am I correct in believing that this case is improperly constructed and I cannot be personally cited when my LLC is the owner?

That is a correct analysis. The ownership by the LLC might make it liable but that is even doubtful under the circumstances you describe. There would have to be a special statute making the owner of real estate personally liable for code enforcement violations. That would only affect the LLC, not you personally.

Am I also correct in believing that because the municipality's attorney admitted that we had an agreement in a voice mail that the agreement is enforceable pursuant to PA UCC at section 2201(c)(2)?

That section of PA law says that contracts for the sale of real estate must be in writing. It's called the "Statute of Frauds". However, when property is actually deeded pursuant to a verbal agreement, as yours was, the SOF is no longer applicable. The verbal agreement is binding on the parties. The county attorney who you dealt with should call the person who is sending you the violation notices and straighten them out.

I hope that this information is helpful. If you need further information, please just send me a reply asking for clarification. After that, I hope you will enter a positive rating so that I will be credited for assisting you. Also, be sure to verify this information with a local attorney who is familiar with your local laws and procedures. Thanks again for using this service. Your business is appreciated.

 

Customer: replied 8 months ago.

The catch here is the new deed from my LLC to the municipality was never signed. My guess is because the borough manager who made me the offer retired sometime in July when the new manager started he didn't want to honor the agreement. So now the borough will not acknowledge that we had an agreement and is trying to prosecute me. My understanding is that if the borough acknowledges the agreement (such as admitting the borough's attorney left me voice mails, one in which he specifically outlined the terms of the agreement and the other in which he said he was writing up the deed) then our verbal agreement is enforceable even though the borough essentially tried to back pedal when it came time to sign the deed.

Expert:  Irwin Law replied 8 months ago.

As often happens in legal situations, a bit of new information often changes the legal analysis completely. You say: My understanding is that if the borough acknowledges the agreement (such as admitting the borough's attorney left me voice mails, one in which he specifically outlined the terms of the agreement and the other in which he said he was writing up the deed) then our verbal agreement is enforceable even though the borough essentially tried to back pedal when it came time to sign the deed.

I do not agree with that. A verbal back and forth would not be an enforceable agreement until it was written and signed by both parties. The reason is that neither party acted on the agreement or changed their position in reliance on it. Even if you had, that would not automatically "seal the deal". What you have is typical back and forth negotiating which doesn't become an agreement until it is formalized or acted upon.

You still have the possibility that only the property, or your LLC can be made liable for the violation. A local attorney can advise you whether to walk away or contest the matter any further.

I hope that this information is helpful. If you need further information, please just send me a reply asking for clarification. After that, I hope you will enter a positive rating so that I will be credited for assisting you. Also, be sure to verify this information with a local attorney who is familiar with your local laws and procedures. Thanks again for using this service. Your business is appreciated.

Customer: replied 8 months ago.

Well that leaves me with 2 questions. The first being does section 2201(c)(2) of PA's UCC somehow not apply to this case? (My understanding of that section of the law is that even if an agreement is not in writing or does not meet other general requirements it is still enforceable if admitted to in pleadings or testimony.)


 


Also you stated the agreement needs to be acted on and I stated in my initial post that it was: "Also both parties took actions relying on the agreement." The action I can demonstrate the borough taking is writing the deed, which I imagine they do not routinely pay an attorney to write deeds just for fun. More importantly the action I took was not demolishing the property and allocating my resources elsewhere because I thought the borough was going to demolish it and I was not going to be prosecuted. Now I do not have the resources to demolish it and I won't be able to accumulate resources sufficient enough for at least a couple more months and the leaves me in a bind. Would you still consider no action to be taken in reliance on the agreement?


 

Expert:  Irwin Law replied 8 months ago.

The issue of detrimental reliance, lack of consideration, lack of authority on the part of the manager and/or the attorney, part performance by city preparing deed, whether PA UCC (Uniform Commercial Code) provisions apply to this transaction, are some of the issues that would have to be tried and decided by a court. I cannot weigh the evidence from this distance and tell you how you would come out. My gut instincts and experience tells me that your facts are very weak on any of those areas. You have to have the statutes reviewed to evaluate your personal liability, then decide whether to walk away, hire an attorney to defend the claim, or settle with the city on some basis that you can afford.

I hope that this information is helpful. If you need further information, please just send me a reply asking for clarification. After that, I hope you will enter a positive rating so that I will be credited for assisting you. Also, be sure to verify this information with a local attorney who is familiar with your local laws and procedures. Thanks again for using this service. Your business is appreciated.

Irwin Law, Attorney
Category: Legal
Satisfied Customers: 4665
Experience: Lawyer & Real Estate Broker, 30+ years, foreclosure, land contracts, inheritance, probate.
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