The merger doctrine is a doctrine in real estate law. In essence, it states that the real estate property’s transfer contract merges into the transaction’s deed. Therefore, any promises made in the contract for purchase and sale not reflected in the deed, are extinguished when the deed is executed and delivered to the buyer.
This is important, because if you bought property subject to certain access rights, these access rights may be included in your deed by virtue of the merger doctrine.
The Florida Second District Court of Appeals had to address the merger doctrine recently in Davis v. Verandah at Lake Grady Homeowners Ass’n, 354 So. 3d 1140 (Fla. 2d DCA 2023). In this case, the homeowners (the Davis’) were trying to get out of the Covenants, Conditions and Restrictions (CRRs) recorded one month after closing, but of which the Davis’ had notice. They argued that, since the purchase agreement mentioned that their ownership was only subject to any covenant “of record,” and the CRRs were not recorded until after the closing, they were not subject to them.
The Second District disagreed, and ruled that what controlled the merger doctrine’s application is the parties’ intent. And since the Davis’ were well aware of the CRRs’ existence, even consenting to post-closing recording, they did not intent for “only covenants of record” to apply.
However, the merger doctrine may have certain implications on existing liens, easements or encumbrances based on equitable interest before the legal title’s acquisition. It’s important for the real estate transaction’s parties to consult with a qualified attorney, in order to understand the merger doctrine’s potential impact on their specific transaction.
For more information on real estate matters, or any other type of commercial matter, contact one of our attorneys at 305-570-2208. You can also email trial attorney Eduardo A.Maura at eduardo@ayalalawpa.com.
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