Ruminations has explored the thorny area of integration clauses and the limits of the parol evidence rule in the context of contracts. [If you don’t believe us, click HERE or HERE or HERE to see if we’re fibbing.] We haven’t heretofore look at the same question in the context of the interplay between a purchase agreement and the deed to which such an agreement gives birth. Today, we do. A cautionary warning would be in order. As much as we wanted to stay out of the “weeds,” that didn’t entirely work out, and what follows turned out to be a little “wonky.”

One of the branches of the tree sometimes named “the deed merger doctrine” is often described as follows: “Where a deed is executed in pursuance of a contract for the sale of land, all prior proposals and stipulations are merged and the deed is deemed to express the final and entire contract between the parties.” [There is an entirely different branch, one having to do with the implied combining of multiple tax lots into one lot, but that’s not the kind of “deed merger” being explored today.] It’s too bad that the coverage of today’s real property law school courses have been trimmed from “what they used to be” because too little time is now devoted to understanding the actual extent of such “mergers by deed.” Just like we learned in prior Ruminations postings when it came to the limitations of the parol evidence rule, the common formulation of the deed merger doctrine set forth above is “overstated” because “[t]he rule that prior expressions are merged into the deed is not as broad and absolute as some abbreviated statements of the doctrine might indicate.” [Read more…]