Heartland v. McIntosh Racing Stable

In Heartland v. McIntosh Racing Stable (2006) 219 W. Va. 140, real property was conveyed by grant deed to Heartland, a limited liability company, about six months prior to the dates the articles of organization for Heartland were filed. Heartland was named the grantee on the deed because at the time the deed was executed and delivered, the purchasers of the property intended to form Heartland. (Id., 632 S.E.2d at p. 299.) The grantor of the deed argued that the property was not conveyed to Heartland because Heartland was not formally organized as a legal entity on the date the deed was signed. (Id. at p. 301.) After reviewing relevant case law, the Supreme Court of Appeals of West Virginia rejected the grantor's argument. The court stated: "Based upon the foregoing authority, this Court holds that a deed drawn and executed in anticipation of the creation of the grantee as a corporation, limited liability company, or other legal entity entitled to hold real property is not invalidated because the grantee entity had not been established as required by law at the time of such execution, if the entity is in fact created thereafter in compliance with the requirements of law and the executed deed is properly delivered to the entity, the grantee, after its creation." (Heartland, supra, 632 S.E.2d at p. 303.)