merger doctrine in Utah

2014And because an abrogation clause is a "contractual statement of the common law doctrine of merger," Utah courts have routinely applied this "collateral rights" exception in the face of contracts containing abrogation clauses. 5 Maynard v. Wharton, 912 P.2d 446, 450 (Utah Ct.App.1996); see also Secor, 716 P.2d at 792 ; Embassy Group, Inc. v. Hatch, 865 P.2d 1366, 1371-72 (Utah Ct.App.1993).

2014Consequently, the district court erred when it determined that the REPC's integration clause precluded any consideration of extrinsic evidence to resolve E & H's reformation due to mutual mistake claim and when it granted summary judgment without considering the various affidavits and emails the parties submitted. 126 Farmington nevertheless maintains that the reformation claim fails because the common law doctrine of merger and the REPC's abrogation clause "eliminate[ ] the contract and merg[le] it into the" deed, so there is "no contract to reform." The REPC does indeed have an abrogation cl

2014The State argues that "merger applies only to the very narrow category of cases in 'which, in 'addition to kidnapping, the defendant is convicted of another crime that involves a 'necessary' or 'inherent' © period of detention." (Citing State v. Finlayson, 2000 UT 10, 119 , 994 P.2d 1243 .) We, however, analyze merger in a larger context here because the Utah Supreme Court has indicated that "a proper merger analysis requires consideration of both [the lesser included offense statute]" and the three factors set forth in State v. Finlayson, 2000 UT 10 , 994 P.2d 1243 .

2014The State argues that "merger applies only to the very narrow category of cases in 'which, in 'addition to kidnapping, the defendant is convicted of another crime that involves a 'necessary' or 'inherent' © period of detention." (Citing State v. Finlayson, 2000 UT 10, 119 , 994 P.2d 1243 .) We, however, analyze merger in a larger context here because the Utah Supreme Court has indicated that "a proper merger analysis requires consideration of both [the lesser included offense statute]" and the three factors set forth in State v. Finlayson, 2000 UT 10 , 994 P.2d 1243 .

2023Wilder, 2018 UT 17, ¶ 22 . ¶18 Utah’s merger statute codifies the merger doctrine, which is designed “to protect criminal defendants from being twice punished for committing a single act that may violate more than one criminal statute.” State v. Bond, 2015 UT 88, ¶ 65 , 361 P.3d 104 (cleaned up); see also Utah Code § 76-1-402(1).

2023Wilder, 2018 UT 17, ¶ 22 . ¶18 Utah’s merger statute codifies the merger doctrine, which is designed “to protect criminal defendants from being twice punished for committing a single act that may violate more than one criminal statute.” State v. Bond, 2015 UT 88, ¶ 65 , 361 P.3d 104 (cleaned up); see also Utah Code § 76-1-402(1).

2014And because an abrogation clause is a "contractual statement of the common law doctrine of merger," Utah courts have routinely applied this "collateral rights" exception in the face of contracts containing abrogation clauses. 5 Maynard v. Wharton, 912 P.2d 446, 450 (Utah Ct.App.1996); see also Secor, 716 P.2d at 792 ; Embassy Group, Inc. v. Hatch, 865 P.2d 1366, 1371-72 (Utah Ct.App.1993).

2005See Maynard v. Wharton, 912 P.2d 446, 449-50 (Utah Ct.App.1996); Verhoef v. Aston, 740 P.2d 1342, 1344 (Utah Ct.App.1987) (“[A] basic tenet of contract law is that prior negotiations and agreements merge into the final written agreement on the subject.”). ¶ 12 The Utah Supreme Court has explained the doctrine of merger as follows: The doctrine of merger ... is applicable when the acts to be performed by the seller in a contract relate only to the delivery of title to the buyer.

2014And because an abrogation clause is a "contractual statement of the common law doctrine of merger," Utah courts have routinely applied this "collateral rights" exception in the face of contracts containing abrogation clauses. 5 Maynard v. Wharton, 912 P.2d 446, 450 (Utah Ct.App.1996); see also Secor, 716 P.2d at 792 ; Embassy Group, Inc. v. Hatch, 865 P.2d 1366, 1371-72 (Utah Ct.App.1993).

2001Cf. Embassy Group, Inc. v. Hatch, 865 P.2d 1366, 1373 (Utah Ct.App.1993) ("Because we have found no exception that precludes application of the merger doctrine in the instant case, we therefore conclude that the conveyance at closing represents the final merged agreement of the parties.").

2007In Smith, we emphasized the need to determine whether a statute was an enhancement statute as a necessary third step in the merger analysis: "In McCovey, however, this court in effect added a third step to the [merger] analysis, holding that in cases where the legislature intended a statute to be an enhancement statute, the merger doctrine set forth in section 76-1-402(3) does not apply." 2005 UT 57, ¶ 9 , 122 P.3d 615 (citing McCovey, 803 P.2d at 1287 ).

2007In Smith, we emphasized the need to determine whether a statute was an enhancement statute as a necessary third step in the merger analysis: "In McCovey, however, this court in effect added a third step to the [merger] analysis, holding that in cases where the legislature intended a statute to be an enhancement statute, the merger doctrine set forth in section 76-1-402(3) does not apply." 2005 UT 57, ¶ 9 , 122 P.3d 615 (citing McCovey, 803 P.2d at 1287 ).

2023In Tangren, our supreme court considered a lease with an integration clause (also known as a merger clause, see Integration clause, Black’s Law Dictionary (11th ed. 2019)) and a separate oral agreement with contradictory terms, and the court stated that “the purpose and effect of including a merger clause is to preclude the subsequent introduction of evidence of preliminary negotiations or of side agreements in a proceeding in which a court interprets the document.” Tangren, 2008 UT 20, ¶ 13 (cleaned up) (emphasis added).

2014Nelson v. Gregory Cnty., 323 N.W.2d 139, 141 (S.D.1982); accord Spears v. Warr, 2002 UT 24, ¶ 13 , 44 P.3d 742 ('The merger doctrine, as a general rule, declares 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." (internal quotation marks omitted)), abrogated on other grounds by Tangren Family Trust v. Tangren, 2008 UT 20 , ¶ 16 n. 20, 182 P.3d 326 . 17 .

2017Utah Code section 76-1-402 codifies the merger doctrine, stating, “A defendant may be convicted of an offense included in the offense charged but may not be convicted of. both the offense charged and the included offense.” Utah Code Ann. § 76-1-402 (3) (LexisNexis 2012); see also Smith, 2005 UT 57, ¶ 8 , 122 P.3d 615 (stating that “the test for determining whether a conviction for two separate offenses violates the Double Jeopardy Clause ‘is essentially the same as that in Utah Code [section] 76-1-402(3)’ ” (quoting State v. Wood, 868 P.2d 70, 90 (Utah 1993))).

2007Pointing to State v. Shaffer, 725 P.2d 1301 (Utah 1986), and State v. Wood, 868 P.2d 70 (Utah 1998), overruled on other grounds by State v. Mirquet, 914 P.2d 1144 (Utah 1996), the majority contends that this court has already found that the merger doctrine applies to Utah Code section 76-5-202, the aggravated murder statute.

2016See 927 P.2d at 645 , In any event, we need not decide today whether Irvin’s holding rests more comfortably on a foundation of the single larceny rule; the merger doctrine, see State v. Couch, 635 P.2d 89, 92-93 (Utah 1981) (affirming convictions for both kidnapping and rape because “the kidnaping was not merely incidental or subsidiary to” the “host crime” of rape); the rale against multiplicity, see State v. Prion, 2012 UT 15, ¶ 30 , 274 P.3d 919 (stating that the rule against multiplicity prohibits multiple punishments for the same offense); or the allowable unit of prosecution, see Rasabou

2014The court held that commission of the crime of kidnapping “requires a period of detention longer than the minimum inherent in the commission of a rape or a robbery.” Id. at 93 . ¶32 Our supreme court applied this merger doctrine in State v. Finlayson, another case involving rape. 2000 UT 10 , 994 P.2d 1243 .

2014I would instead deem the final 54(b) order to cure any 7(f)(2) problems by operation of the doctrine of merger. 22 Cite as: 2014 UT 41 JUSTICE LEE, dissenting (“[I]nadvertence, ignorance of the rules, or mistakes construing the rules do not usually constitute ‘excusable neglect.’”(quoting Pioneer Inv.

2014This not only allows the district court and the parties to know whether the default rule 7(f)(2) procedure is necessary, but it also prevents the possibility that a party will fail to realize that a proposed order submitted with a subsequent memorandum triggered the time to appeal a previous ruling (which is precisely what happened in this case under the dissent’s interpretation of rule 7(f)(2)). 14 Cite as: 2014 UT 41 Opinion of the Court ¶37 The dissent also asserts that our construction of interplay between rules 7(f) and 54(b) “undermines the doctrine of merger.” See infra ¶¶ 45–55.

2012The jury instruction Defendant requested pertained to his merger doctrine argument and instructed the jury on the merger doctrine not the concept of a lesser-included offense. 96 Lesser-included offenses are "those where the two crimes are such that the greater cannot be committed without necessarily having committed the lesser." State v. Finlayson, 956 P.2d 283, 287 (Utah Ct.App.1998) (internal quotation marks omitted); see also State v. Kerr, 2010 UT App 50 , ¶ 2 n. 1, 228 P.3d 1255 (mem.) (citing Finlayson, 956 P.2d at 289 and discussing the analytical distinction between the merger doctrin

2012The jury instruction Defendant requested pertained to his merger doctrine argument and instructed the jury on the merger doctrine not the concept of a lesser-included offense. 96 Lesser-included offenses are "those where the two crimes are such that the greater cannot be committed without necessarily having committed the lesser." State v. Finlayson, 956 P.2d 283, 287 (Utah Ct.App.1998) (internal quotation marks omitted); see also State v. Kerr, 2010 UT App 50 , ¶ 2 n. 1, 228 P.3d 1255 (mem.) (citing Finlayson, 956 P.2d at 289 and discussing the analytical distinction between the merger doctrin

2009This was error; the district court failed to consider whether the contract and express warranty claims were collateral to conveyance of the title, and it improperly deemed the absence of an act performed after the delivery of the deed to be conclusive evidence of intent. 165 "The doctrine of merger ... is applicable when the acts to be performed by the seller in a contract relate only to the delivery of title to the buyer." Stubbs v. Hemmert, 567 P.2d 168, 169 (Utah 1977). "[O]n delivery and acceptance of a deed the provisions of the underlying contract for the conveyance are deemed extinguish

2002Id. 114 There are certain exceptions to the application of the merger doctrine, however.

2016See 927 P.2d at 645 , In any event, we need not decide today whether Irvin’s holding rests more comfortably on a foundation of the single larceny rule; the merger doctrine, see State v. Couch, 635 P.2d 89, 92-93 (Utah 1981) (affirming convictions for both kidnapping and rape because “the kidnaping was not merely incidental or subsidiary to” the “host crime” of rape); the rale against multiplicity, see State v. Prion, 2012 UT 15, ¶ 30 , 274 P.3d 919 (stating that the rule against multiplicity prohibits multiple punishments for the same offense); or the allowable unit of prosecution, see Rasabou

2006See State v. Finlayson, 2000 UT 10, ¶¶ 24-26 , 994 P.2d 1243 ; State v. Crosby, 927 P.2d 638, 646-46 (Utah 1996); State v. Ross, 951 P.2d 236, 246 (Utah Ct.App.1997).

1999“However, mergers are presumed only when equity demands.” Federal Land Bank v. Colorado Nat’l Bank, 786 P.2d 514, 515 (Colo.Ct.App. 1989); accord Altabet, 777 P.2d at 545 (“ ‘Equity does not favor the doctrine of merger ....”’) (citation omitted). ¶ 31 There are recognized exceptions to merger: “Where a mortgage incumbrancer becomes the owner of the legal title, or of the equity of redemption, a merger will not be held to take place if it be apparent that it was not the intention of the owner, or if, in the absence of any intention, the merger would be against his manifest interest.” O'Reilly

1999Thus, “‘if it was the intention to keep the mortgage alive, or if it is to the interest of the mortgagee, and it can be done without prejudice to the rights of the mortgagor or third persons, the doctrine of merger, as between them, will not apply.’ ” Id. (citation omitted). ¶ 32 Additionally, “[t]he doctrine of merger does not apply if there are other intervening encumbrances on the property.” Altabet, 777 P.2d at 545 . [I]t is generally held that the acquisition by the mortgagee of the interests of the mortgagor will not, in the absence of a showing of an intention to the contrary, operate a

2016See, e.g., O'Reilly v. McLean, 84 Utah 551 , 37 P2d 770, 773 (1934); Miller v. Martineau & Co., 1999 UT App 216, ¶ 30 , 983 P.2d 1107 ; see also, eg., Federal Land Bank of Wichita v. Colorado Nat'l Bank of Denver, 786 P.2d 514, 515-16 (Colo. App. 1989); Altabet v. Monroe Methodist Church, 54 Wash.App. 695 , 777 P.2d 544, 545-46 (1989).

1999“However, mergers are presumed only when equity demands.” Federal Land Bank v. Colorado Nat’l Bank, 786 P.2d 514, 515 (Colo.Ct.App. 1989); accord Altabet, 777 P.2d at 545 (“ ‘Equity does not favor the doctrine of merger ....”’) (citation omitted). ¶ 31 There are recognized exceptions to merger: “Where a mortgage incumbrancer becomes the owner of the legal title, or of the equity of redemption, a merger will not be held to take place if it be apparent that it was not the intention of the owner, or if, in the absence of any intention, the merger would be against his manifest interest.” O'Reilly

1999“However, mergers are presumed only when equity demands.” Federal Land Bank v. Colorado Nat’l Bank, 786 P.2d 514, 515 (Colo.Ct.App. 1989); accord Altabet, 777 P.2d at 545 (“ ‘Equity does not favor the doctrine of merger ....”’) (citation omitted). ¶ 31 There are recognized exceptions to merger: “Where a mortgage incumbrancer becomes the owner of the legal title, or of the equity of redemption, a merger will not be held to take place if it be apparent that it was not the intention of the owner, or if, in the absence of any intention, the merger would be against his manifest interest.” O'Reilly

1999“However, mergers are presumed only when equity demands.” Federal Land Bank v. Colorado Nat’l Bank, 786 P.2d 514, 515 (Colo.Ct.App. 1989); accord Altabet, 777 P.2d at 545 (“ ‘Equity does not favor the doctrine of merger ....”’) (citation omitted). ¶ 31 There are recognized exceptions to merger: “Where a mortgage incumbrancer becomes the owner of the legal title, or of the equity of redemption, a merger will not be held to take place if it be apparent that it was not the intention of the owner, or if, in the absence of any intention, the merger would be against his manifest interest.” O'Reilly

2005State v. Lopez, 2004 UT App 410, ¶ 8 , 103 P.3d 153 (“Courts apply the merger doctrine as one means of alleviating the concern of double jeopardy that a defendant should not be punished twice for the same crime.”); see also Brown v. Ohio, 432 U.S. 161, 169 , 97 S.Ct. 2221 , 53 L.Ed.2d 187 (1977) (“[T]he [Double Jeopardy Clause] forbids successive prosecution and cumulative punishment for a greater and lesser included offense.”). ¶ 8 This principle has been codified at Utah Code section 76-1-402(3).

2005State v. Lopez, 2004 UT App 410, ¶ 8 , 103 P.3d 153 (“Courts apply the merger doctrine as one means of alleviating the concern of double jeopardy that a defendant should not be punished twice for the same crime.”); see also Brown v. Ohio, 432 U.S. 161, 169 , 97 S.Ct. 2221 , 53 L.Ed.2d 187 (1977) (“[T]he [Double Jeopardy Clause] forbids successive prosecution and cumulative punishment for a greater and lesser included offense.”). ¶ 8 This principle has been codified at Utah Code section 76-1-402(3).

2006See State v. Finlayson, 2000 UT 10, ¶¶ 24-26 , 994 P.2d 1243 ; State v. Crosby, 927 P.2d 638, 646-46 (Utah 1996); State v. Ross, 951 P.2d 236, 246 (Utah Ct.App.1997).

2005See State v. Wood, 868 P.2d 70, 90 (Utah 1993) (recognizing that the test for determining whether a conviction for two separate offenses violates the Double Jeopardy Clause “is essentially the same as that in Utah Code Ann. § 76-1-402 (3)”); State v. McCovey, 803 P.2d 1234, 1235 (Utah 1990) (recognizing that convictions for both a greater and a lesser included offense would violate both the Double Jeopardy Clause and section 76-1-402(3)); State v. Ross, 951 P.2d 236, 241 (Utah Ct.App.1997) (“The [statutory] prohibition on conviction for lesser-included offenses flows from the double jeopardy c

2022See State v. Sanchez, 2015 UT App 27, ¶ 19 , 344 P.3d 191 ; see also State v. Lopez, 2004 UT App 410, ¶ 8 , 103 P.3d 153 (“Courts apply the merger doctrine as one means of alleviating the concern of double jeopardy that a defendant should not be punished twice for the same crime.”). ¶57 For these reasons, we remain unpersuaded by the State’s arguments.

2022See State v. Sanchez, 2015 UT App 27, ¶ 19 , 344 P.3d 191 ; see also State v. Lopez, 2004 UT App 410, ¶ 8 , 103 P.3d 153 (“Courts apply the merger doctrine as one means of alleviating the concern of double jeopardy that a defendant should not be punished twice for the same crime.”). ¶57 For these reasons, we remain unpersuaded by the State’s arguments.

2019The merger doctrine operates “to protect criminal defendants from being twice punished for committing a single act that may violate more than one criminal statute.” State v. Smith, 2005 UT 57, ¶ 7 , 122 P.3d 615 (quotation simplified).

2019The merger doctrine operates “to protect criminal defendants from being twice punished for committing a single act that may violate more than one criminal statute.” State v. Smith, 2005 UT 57, ¶ 7 , 122 P.3d 615 (quotation simplified).

2020Rather, the murder statute expressly contemplates felony discharge of a firearm as a predicate but “separate offense [that] does not merge with the crime of murder.” Id. § 76-5-203(5)(a) (2017); id. § 76-5-203(1)(v); see State v. Martinez, 2019 UT App 166 , ¶¶ 20–22, 452 P.3d 496 (holding the legislature expressly exempted the enumerated predicate offense of felony discharge of a firearm from operation of the merger doctrine in the murder statute), cert. granted, 462 P.3d 798 (Utah 2020). 9 And in addition to murder, a defendant “may also be convicted of, and punished for, the separate offense

2020Rather, the murder statute expressly contemplates felony discharge of a firearm as a predicate but “separate offense [that] does not merge with the crime of murder.” Id. § 76-5-203(5)(a) (2017); id. § 76-5-203(1)(v); see State v. Martinez, 2019 UT App 166 , ¶¶ 20–22, 452 P.3d 496 (holding the legislature expressly exempted the enumerated predicate offense of felony discharge of a firearm from operation of the merger doctrine in the murder statute), cert. granted, 462 P.3d 798 (Utah 2020). 9 And in addition to murder, a defendant “may also be convicted of, and punished for, the separate offense

2019State v. Smith , 2005 UT 57 , ¶ 7, 122 P.3d 615 (citation omitted) (internal quotation marks omitted); see also State v. Williams , 2007 UT 98 , ¶ 13, 175 P.3d 1029 ("The merger doctrine derives from the constitutional guarantee that a person may not be held accountable twice for the same criminal conduct." (citations omitted) ).

2019State v. Smith , 2005 UT 57 , ¶ 7, 122 P.3d 615 (citation omitted) (internal quotation marks omitted); see also State v. Williams , 2007 UT 98 , ¶ 13, 175 P.3d 1029 ("The merger doctrine derives from the constitutional guarantee that a person may not be held accountable twice for the same criminal conduct." (citations omitted) ).

2014A proper merger analysis also requires a court to consider the provisions of Utah Code section 76-1-402(3); however, our supreme court has previously considered this section of the code in a case involving similar charges and held that “aggravated kidnaping is not a lesser included offense of aggravated assault under section 76-1-402.” State v. Lee, 2006 UT 5 , ¶¶ 28–30, 33, 128 P.3d 1179 . 5.

2014A proper merger analysis also requires a court to consider the provisions of Utah Code section 76-1-402(3); however, our supreme court has previously considered this section of the code in a case involving similar charges and held that “aggravated kidnaping is not a lesser included offense of aggravated assault under section 76-1-402.” State v. Lee, 2006 UT 5 , ¶¶ 28–30, 33, 128 P.3d 1179 . 5.

2025“Subsection (1) addresses whether the same criminal act forms the basis for multiple criminal charges,” and this test is sometimes referred to as “the same act provision.” Lesky, 2021 UT App 67, ¶ 17 (quotation simplified).

2024Home Ctr., Inc. v. Thomas, 882 So. 2d 811, 816 (Ala. 2003) (“A merger clause, also known as an integration clause, is a portion of a particular contract 9 MONTES v. NATIONAL BUICK GMC Opinion of the Court that restates the rationale of the parol evidence rule within the terms of the contract.” (cleaned up)); see also R.W.L.

2024Enters. v. Oldcastle, Inc., 226 Cal. Rptr. 3d 677, 686 (Ct. App. 2017) (“The purpose of an integration clause is to preclude the introduction of evidence which varies or contradicts the terms of the written instruments.” (cleaned up)). ¶28 Against this backdrop, Tangren held that “in the face of a clear integration clause, extrinsic evidence of a separate oral agreement is not admissible on the question of integration.” Tangren, 2008 UT 20, ¶ 17 .