merger doctrine

The merger doctrine provides that on delivery and acceptance of a deed the provisions of the underlying contract for the conveyance are deemed extinguished or superseded by the deed.  Stubbs v. Hemmert, Utah, 567 P.2d 168, 169 (1977); 3 Corbin, Contracts § 604, at 627 (1960); Annot., 38 A.L.R.2d 1310, 1312-13 (1954); Annot., 84 A.L.R. 1008, 1009 (1933).  The basis for imposing the doctrine of merger is "not due to any peculiar sanctity attaching to the deed itself, but because it is regarded as the final repository of the agreement which led to its execution." 84 A.L.R. at 1009.  There are, however, certain exceptions to the doctrine, including fraud, mistake, and the existence of collateral rights in the contract of sale.  Secor v. Knight, 716 P.2d 790, 17 Utah 352 (1986).  In cases relating to collateral terms, courts generally find that the execution and delivery of a deed is not the intended performance of those specific terms and that therefore the terms are not extinguished by acceptance of the deed.  For example, in Stubbs v. Hemmert, the court found that the terms in the underlying contract relating to the removal of air compressors from a piece of property were collateral to the agreement to convey the property and were therefore not extinguished by the deed.

Statutes and Cases:

(For reference: 57-8 is the Condo Act, 57-8a is the Community Association Act, 16-6a is the Nonprofit Act)

Dansie v. Hi-Country Estates HOA (recording & notice of covenants, merger, general plan or scheme) '99
Davencourt at Pilgrims Landing HOA v. Davencourt et al. (economic loss doctrine, developer duties, implied warranty of habitability) '09
Secor v. Knight (merger doctrine as to covenants) '86