A land contract, whether preliminary in character or otherwise, usually requires the vendor to furnish a marketable title to the property he seeks to sell. Some contracts employ the term "merchantable" instead of "marketable." In other instances one or more of the terms "good," "complete," "perfect," "valid," or "clear title," are used. Again the contract may require the vendor to furnish an abstract of title showing a good title or any other of the above mentioned descriptive terms, of record or may require the vendor to furnish an abstract disclosing such title. A contract to furnish a good title as shown by the abstract of record is a much different covenant than one merely requiring a vendor to furnish a good title.

We shall now consider the legal effect of these various terms when used in a contract for the sale of land.

(a) Marketable or Merchantable Title. The courts have held these terms are synonymous.1 A title to real estate is merchantable or marketable in the vendor when the same is free from all reasonable doubt2 and a title is held to be subject to a reasonable doubt if the facts disclosed in relation thereto would raise a suspicion in the minds of reasonable men as to the validity of the title.3 Some courts have denned a doubtful title to be such a material defect in the title to land as will cause just apprehension and a reasonable doubt in the mind of a reasonably prudent and intelligent person acting on competent legal advice that will prompt him to refuse to take the land for that reason.4

1. Bradway v. Miller, 200 Mich. 648.

2. Gates on Real Property Sec. 606; Thompson's Title to Real Estate, Sec. 77; Sugden on Vendors, page 584; Bradway v. Miller, 200 Mich. 648.

3. Bradway v. Miller, 200 Mich. 648-655; Lake Erie Land Co. v. Chilinski, 197 Mich. 314; Ogooshe-vitz v. Arnold, 197 Mich. 203.

4. "Counsel insists that one may have a merchantable title, even though the abstract does not show it, and urges that this contract calls for an abstract showing a merchantable title, and that the abstracts do not show it. The distinction must be recognized. This court and other courts have recognized it. If an abstract does not on its face show a merchantable title, and it requires parol proof to establish the fact that the title is a merchantable one, a contract agreeing to furnish an abstract showing a merchantable title is not complied with. The abstract itself must furnish the evidence that the title is merchantable." Lake Erie Land Co. v. Chilinski, 197 Mich. 222.

(b) Marketable Titles of Record. Contracts for the sale of lands frequently contain a provision that the vendor shall furnish an abstract of title showing a merchantable title of record, or "as shown by the abstract," it is lawful and competent for parties to enter into such agreements, and when they do, the abstract itself must disclose a merchantable title, and a title by adverse possession not shown of record will not be sufficient.5 There is no statute authorizing the placing of affidavits on record to show that the vendor has held possession of the property adversely for the length of time required by the statute of limitations, the statute on this subject being limited to other defects in the title.6

Where the contract simply requires the vendor to furnish a good title, or a valid title, then a title derived by adverse possession is a sufficient compliance with the contract.7

(c) Contract Silent as to Sort of Title. Where the contract is silent as to the sort of title vendor shall furnish, he is nevertheless bound to furnish a marketable title although not necessarily a marketable title of record.8

5. Bradway v. Miller supra; Compiled Laws 1915, 11736-11738.

Permitting registration of affidavits for purpose of establishing facts in relation to chain of title and make such registered affidavits prima facie evidence of the facts therein cited.

Said the court in Bradway v. Miller, supra: "Such affidavits may and often do merely point to evidence which would if not disputed support a decree quieting the title."

6. Gates on Real Property, Sec. 606.

Barnard v. Brown, 112 Mich. 452 -in which the court used the following language:

"A purchaser under a land contract which requires the vendor to execute and deliver a good and sufficient warranty deed of land, 'so as to convey the same in fee, and unencumbered' is entitled merely to a good and marketable title and he cannot demand a title perfect upon the record."

"A marketable title is one which Is free from encumbrance, and which is of a character to assure to the vendee the quiet and peaceable enjoyment of the property."

"A title by adverse possession is a marketable title."

7. Dwight v. Cutler, 3 Mich. 567. Holding that where an oral agreement to purchase land was per formed by the purchaser and was silent as to the sort of title to be furnished, the vendee was entitled to a marketable title and was justified in refusing a deed which did not contain the usual covenants of warranty.

8. Dikeman v. Arnold, 71 Mich. 656, 40 N. W. Holding that a