Frontgate Properties, LLC v. Bennett

Under the doctrine of merger, any inconsistency between the terms of a contract of purchase for real estate and there terms of the deed are governed by the deed, but this does not apply when, through fraud or relievable mistake, the grantee has been induced to accept something different from what was agreed upon by the parties.

James L. Bennett (Bennett) entered into a land-sale contract, where heagreed to transfer parcels of land to Reginald Breeze in exchange for $1.3 million. The land-sale contract included parcels 8 and 9. Breeze assigned his interest under the contract to Frontgate Properties LLC (Frontgate) who tendered payment to Bennett, but did not receive parcles 8 and 9 upon execution of the deed. Upon learning of the mistake almost six years later, Frontgate brought this action for specific performance of the agreement. The trial court held that the deed erroneously excluded the parcels and ordered the Bennett to convey the excluded parcels. Bennett argued that the doctrine of merger barred the plaintiff’s request for conveyance of parcels 8 and 9. The Court held that the trail court’s conclusion was correct. The parties contract included the parcels, the deed deviated from the contract, and that the discrepancy occurred, not because the purchaser agreed to purchase something different than in the contract, but from a mistake by the title company in its preparation of the deed. The parties did not change the terms of their agreement in regards to the land to be conveyed and the doctrine of merger did not apply. Affirmed.