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

[Steven Matyas]

Paul,

You remember correctly, the doctrine is indeed called merger, and in general
provisions in the PSA merge into the deed "unless they are collateral
contract requirements that are not contained in or performed by the
execution and delivery of the deed, are not inconsistent with the deed, and
are independent of the obligation to convey." Buck Mountain Owner's Ass'n v.
Prestwich, 174 Wash.App 702. However, it is dependent upon the intent of the
parties. "Whether the terms of a real estate purchase and sale agreement
merge into the deed depends on the intent of the parties; where the intent
of the parties is not clearly expressed in a deed, courts may consider parol
evidence..." Deep Water Brewing, LLC v. Fairway Resources Ltd, 152 Wash.App
229. Additionally, "the merger doctrine does not bar actions based on fraud,
misrepresentation, or mistake." Ross v. Kirner, 162 Wash.2d 493. 

These cases, as well as Black v. Evergreen Land Developers, Inc., 75 Wash.2d
241 and Snyder v. Roberts, 45 Wash.2d 865 should shed some light.

Apologies I do not have an actual answer to your specific scenario, but
hopefully this is helpful and can get you closer to where you want to be.

Steven Matyas

-----Original Message-----
From: wsbarp-bounces at lists.wsbarppt.com <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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