[WSBARP] SWD and "Integration" or "Merger"

[Eric Nelsen]

I don't have the cite on hand and I remember having trouble locating the cases because the term "merger" brings up a lot of irrelevant stuff. Even "merger" near "deed" doesn't work because that is usually about merger of legal and equitable title, or merger of an easement and fee title, or something like that.

I seem to remember that this particular application of the term "merger" rests more or less on a sense that terms in a PSA relating to quality of title or conditions on title must be included in the deed. Upon performance of the promise to convey title, related promises in the PSA that affect the conveyance and condition of title "merge" into the performative acts of drafting, executing, and delivering the deed. The Seller performs, and the Buyer accepts the deed, and variations in the deed from what the PSA strictly required are deemed to have been accepted by both parties.

I think at least some of the cases talked about "variation" in performance from the terms of the PSA.

I also think of it as a specific context of the rule that a deed is presumed to convey fee simple title and restrictions against that must be express. I think that rule has its own line of cases separate from the "merger" references.

The reversion of title that you are talking about really sounds like something that would have to be in the deed to be enforceable.

Sincerely,

Eric

Eric C. Nelsen
SAYRE LAW OFFICES, PLLC
1417 31st Ave South
Seattle WA  98144-3909
phone 206-625-0092
fax 206-625-9040

-----Original Message-----
From: wsbarp-bounces at lists.wsbarppt.com [mailto:wsbarp-bounces at lists.wsbarppt.com] On Behalf Of Paul Neumiller
Sent: Thursday, January 24, 2019 2:38 PM
To: wsbarp at lists.wsbarppt.com
Subject: [WSBARP] SWD and "Integration" or "Merger"

Listmates, I vaguely remember a concept/doctrine that any deed restrictions set forth in a purchase and sale agreement must be repeated in the deed or they are ineffective.  The specific case I remember was an attorney fees clause set forth in the purchase and sale agreement but not in the deed itself.  I vaguely remember the WA court saying the that terms of the purchase and sale agreement merged (?) or were somehow integrated into the deed with the result that attorney fees were not available after the deliver of the deed because the attorney fees clause was not repeated in the deed.  Anyone have a case cite or a name for the doctrine?

I am trying to defeat a one sentence statement in purchase and sale agreement that states that if the buyer dies at any time before the loan is paid in full, "the property will revert to the seller's estate."   That's all it says and there is no deed of trust or promissory note.  Borrower has died.  My client is the surviving spouse of the borrower who is trying to not lose his house to the private lender.  I would also love it if someone has a case that says that a family award will defeat this type of reversionary clause.




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