Page 34 —
COLORADO REAL ESTATE JOURNAL
— January 6-January 19, 2016
CRE Commission-Approved Contracts: Tips & Traps
T
his is the second in a
series of a dozen or
so articles that come
from some years of experience
using the Colorado Real Estate
Commission-approved Con-
tracts for Purchase and Sale of
Real Estate for commercial real
estate transactions. The first
article dealt with the name of
the buyer. We now turn to the
name of the seller and some
unexpected difficulties you
might encounter.
Tip:
The name of the seller
should be the name of the grantee
(the “grantee name”) exactly as
it appears in the deed by which
the seller took title (the “vest-
ing deed”).
If the name in the
vesting deed is not the cur-
rent true name of the seller,
steps can be taken to address
the change, variation or dis-
crepancy as described below
and in the next article in this
series. For an entity registered
with the Colorado Secretary of
State, you can easily determine
that the seller is “the current
owner of the property,” which
might be construed as a title rep-
resentation by the seller.
That
possibility should encourage
you to take the time to get the
seller’s name right in the con-
tract; besides, you will need to
get it right in the deed given by
the seller at the closing.
How do you find the vesting
deed to get
the grantee
name? If the
seller does
not have the
vesting deed
in its files, the
title insur-
ance compa-
ny might get
you a copy.
The
title
commitment
will
show
the grantee
name, but that might be too
late for the contract. The asses-
sors of many Colorado coun-
ties have websites that show
the recording date and some-
times the recording informa-
tion (book and page or recep-
tion number) of the vesting
deed. With that information, or
perhaps just the party names,
the county clerk and recorder
should be able to get you a
copy of the vesting deed.
Trap:
The name of the property
owner shown in the county asses-
sor’s or treasurer’s records is not
a reliable source for the seller’s
name.
While county treasurers
and assessors get owner names
from the latest vesting deed,
errors occur, names are abbre-
viated and those records often
are behind what the real estate
records show.
Trap:
If the grantee name is
not the current true name of
the seller, the deed at closing
needs to have an explanation
why the names are different.
The explanation might be “for-
merly known as,” or “f/k/a,”
if the seller has changed its
name. If the seller stands in the
shoes of the grantee because
the seller has merged, the
deed might describe the seller,
using its current true name, as
the “successor in interest to”
the grantee. The explanation
might be “also known as,” or
“a/k/a,” if there is a variance
in the two names, such as the
addition or deletion of a mid-
dle name or initial for an indi-
vidual or an abbreviation of a
word in the grantee name of an
entity. If the grantee name is a
trade name, the deed at clos-
ing might state the true name
of the seller “doing business
as,” or “d/b/a,” and the trade
name.
Tip:
If the difference in the
current true name of the seller is
known at the time of the contract,
it is a good idea to put the explana-
tion in the contract.
Tip:
The Colorado Title Stan-
dards (available on the Internet
– you can find them by Googling
“Colorado Title Standards” – may
provide relief when the grantee
name varies from the current true
name.
For example, if the name
of an individual has changed
as a result of a court order or
marriage, Title Standard 9.1.2
states that the person may
record a document evidencing
the name change, such as the
court order. If an entity’s name
has changed as the result of a
registration of a partnership
for limited liability or a conver-
sion or a merger, Title Standard
9.6 provides for the recording
in the real property records
of the Secretary of State state-
ments that effected the change.
Recording the specified docu-
ments makes title marketable
according to the Title Stan-
dards.
The Title Standards also help
with variances in a name. For
one thing, Title Standard 6.3
gives title examiners more lee-
way in identifying entities. The
Secretary of State allows an
entity to adopt a true name,
so long as there is, more or
less, a “one keystroke dif-
ference” from all the entity
names already in use. Under
the Title Standards, however,
if you added or forgot “The”
in the name, no worries. Did
you abbreviate the limited lia-
bility identifier or change the
abbreviations to the full word
or phrase? Those mistakes do
not affect marketability either.
Trap:
Call a corporation a lim-
ited liability company or otherwise
mix up the type of entity, however,
and you will have a problem that
needs to be fixed.
Sometimes,
the Title Standards can’t help
you – they only tell you that
you have a problem.
Tip:
Look
back at the previous article in this
series about the importance of the
limited liability identifier in an
entity name.
The cautions in
that discussion apply equally
to the seller’s name.
Tip:
The lesson that comes out
of this discussion about names
is simple and important: Get the
seller’s name right in the contract.
Then get it right in the deed
at closing. You avoid a lot of
problems later by being care-
ful when the contract is writ-
ten.
Trap:
Every once in a while,
the paperwork required to fix the
seller’s name after the contract is
signed will give the buyer a right
to terminate the contract.
The
name discrepancy may be the
basis for the buyer to object to
title under §8.2 of the contract
and to terminate the contract
under §8.4. The termination
might not be a good thing for
the seller. Another reason to be
certain that the seller’s name is
correct in the contract.
s
Beat U. Steiner
Partner, Holland &
Hart LLP, Boulder
and conveniently close to a host of medi-
cal services, retail opportunities, restau-
rants, the Arts Center and more. The
Grand Valley Transit bus stops at our
front door, inviting residents to explore
beyond their walkable neighborhood.
The four-floor building is thoughtfully
designed with larger common gather-
ing spaces at the elevator lobbies, and a
variety of smaller amenity spaces punc-
tuating the corridors. A robust menu of
senior-appropriate services will be pro-
vided by several of Grand Junction’s best
human service organizations. Walking
paths, a raised garden area and patio
areas allow residents to enjoy the natural
beauty of the Grand Valley and the views
of the Colorado National Monument.
s
serve seniors in this beautiful new home,”
said
Matt Turner,
chief financial and devel-
opment officer for MorningStar.
“With Arvada's continued growth,
developing a senior living center with first-
class amenities and resort-style living was
a natural next step for the partnership
between Confluent (formerly MVG) and
MorningStar. We truly look forward to
expanding upon our success by delivery
a unique and best-of-class senior housing
community in Arvada,” added
Marshall
Burton,
president of Confluent Develop-
ment.
MorningStar of Arvada will provide
studio, one-bedroom and two-bedroom
suites, ranging from 340 to over 1,200
square feet, on two stories for assisted
living and three stories for independent
living. The community also will feature
24-hour staffing, full-time licensed nurs-
es, restaurant-style dining, a pool, spa,
24-hour bistro, fitness center and the-
ater/chapel, for example.
The architect for the project is
Rose-
mann & Associates.
n
The Wolff Co.
announced plans
to develop six senior living apartment
communities in the first quarter of 2016,
including one in Colorado Springs.
The project represent the first of a large
investment anticipated to be made in the
independent and assisted living market
by the Scottsdale, Arizona-based private
equity firm.
The Colorado Springs facility will com-
prise 160 units and be located at Tutt
Boulevard and South Carefree Circle.
n
Balfour at Riverfront Park, a senior
living community in downtown Denver,
announced that it was recently awarded
the Grand Award for a Senior Living
Community from
Hanley Wood.
The
award was presented during the recent
Multifamily Executive Conference in Las
Vegas, where two executives and 31 proj-
ect winners from across the nation were
honored.
Balfour at Riverfront Park, which
opened in October 2014, is located across
from Commons Park, at the base of the
iconic MillenniumBridge. The communi-
ty provides independent living, assisted
living and memory care in a setting that
combines the amenities of a four-star
hotel with the comforts of a carefully
designed residential setting.
s
Senior
Choice
The lesson
that comes
out of this
discussion
about names
is simple
and important:
Get the
seller’s
name right
in the
contract.
Wishing you a
Beautiful Holiday
Season and a
New Year of
Peace & Happiness!
