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KQC made an effective conveyance of its interest
in the improvements on December 31, 1999, as evidenced
by the bill of sale * * * and by the testimony of Mr.
Kaplan * * *. The bill of sale was executed by KQC to
convey all of its rights, title and interest in and to
the improvements and warrants that KQC is the lawful
owner of the improvements, which are free and clear of
all liens, and that KQC has the right to donate the
improvements. These steps were taken in accord with
the advice and recommendation of Mr. Matamoros * * *
and using the form that Mr. Matamoros had provided
* * *. The bill of sale was signed by the then Presi-
dent of TMC evidencing the acceptance of the contribu-
tion by TMC for the express consideration of ONE DOLLAR
($1.00) only.
The deed issued and recorded in March, 2001,
merely documents the manifest intent of the parties in
December, 1999. Until this formality was completed, as
between the parties, the long-standing common law rule
in Ohio is that the grantee of a defective conveyance
has an equitable interest that can be enforced against
the grantor. * * * This substance of this rule is now
exists in Ohio Revised Code � 5301.25, which permits
only a bona fide purchased for value that does not have
knowledge of a prior conveyance that has not been
recorded to defeat such conveyance. * * *
There was a clear and unmistakable intention on
the part of KQC to transfer, in praesenti, all of the
title, dominion and control of the improvements to the
Helena property in December 1999. The subsequent deed
to the land was executed and recorded in March 2001,
relating back to the contribution on December 31, 1999.
KQC has parted with all dominion and control over the
property in favor of TMC. Presuming that the bill of
sale in December 1999 operates to convey only the
ownership of the improvements, it is an absolute and
14(...continued)
At times, petitioners appear to argue on brief that KQC gave to
TMC on Dec. 31, 1999, the 1958 school building and the new
building on KQC’s land, but not KQC’s land. At other times,
petitioners appear to argue on brief that KQC gave TMC on Dec.
31, 1999, the improved property on Maple Street. Because peti-
tioners’ position on brief is not clear, we shall consider
whether KQC made a gift to TMC on Dec. 31, 1999, of the improved
property on Maple Street or any portion of such property.
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