Summary
The Washington Supreme Court held that a title insurer was not contractually barred from correcting the legal description in a preliminary title commitment before issuing the policy. The insured’s initials on the corrected legal description at closing demonstrated assent to the amendment, supporting summary judgment for the insurer on the insured’s breach of contract claim.
Topics
Practice areas
Questions Presented
- Whether the preliminary title commitment contractually precluded Transnation from amending the Schedule A legal description before issuing the title policy.
- Whether Michak's initials on the corrected one-page legal description at closing demonstrated assent to Transnation's amendment.
Holdings
- The preliminary title commitment did not preclude Transnation from correcting the legal description in Schedule A before issuing the title policy.
- By initialing the corrected legal description at closing, Michak manifested assent to Transnation's amendment and could not disavow the corrected description.
Key quotations
“It is a general rule that a party to a contract which he has voluntarily signed will not be heard to declare that he did not read it, or was ignorant of its contents.” (at 799)
“In sum, under Washington law, because Michak initialed the correct legal description of the property to be insured, she cannot disavow assent to Transnation's amendment of the legal description in Schedule A.” (at 799)
“On these facts, Michak has no viable claim that Transnation breached its commitment to provide title insurance.” (at 800)
Factual background
Michak purchased real property in Kitsap County and obtained a preliminary title commitment from Transnation that described a 60-foot easement. Before closing, Transnation learned from recorded documents that the easement had been reduced to 30 feet, issued a supplemental document correcting the legal description, and later issued a title policy containing the 30-foot description. Michak initialed the corrected legal description at closing, but later asserted that Transnation breached its commitment by failing to insure the 60-foot easement.
Procedural history
The trial court granted Transnation's motion for summary judgment on January 13, 2000. The Court of Appeals reversed in a split decision and remanded for further proceedings. The Washington Supreme Court reversed the Court of Appeals and reinstated the trial court's summary dismissal.
Remand instructions
The Court of Appeals decision was reversed, and the trial court's order granting Transnation's motion for summary judgment was reinstated.