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

[Paul Neumiller]

Thanks to all who have responded.  I am now knee deep in merger cases that I need to read.  I am also going to start looking at the "unconscionability" cases.  It seems to me to be unconscionable for a borrower to make eight years of loan payments in paying down the balance by $30k, fix up the property, and pay the property taxes and then have the property simply "revert" back to the seller because the borrower died mid-loan.  


-----Original Message-----
From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of nestor at pplsweb.com
Sent: Thursday, January 24, 2019 3:14 PM
To: 'WSBA Real Property Listserv' <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] SWD and "Integration" or "Merger"

Look at these cases to start. Was there an anti-merger clause in the PSA?

Nestor Gorfinkel, Attorney at Law
Licensed in Washington & Florida
Florida Civil-Law (International) Notary

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-----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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