valid merger clause (Michigan) · Go Syfert
← Michigan issues

valid merger clause in Michigan

8 Michigan opinions name it 1 courts 2006–2025 1 in the last five years

The cases below were cited by Michigan courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.

Followed or applied (3)

CaseFollowedCited
UAW-GM Human Resource Center v. KSL Recreation Corp.green
michctapp · 1998 · cited in 7 Michigan opinions naming this issue, 2006–2025
2 sentences

2025Thus, when a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause. [UAW-GM Human Resource Ctr v KSL Recreation Corp, 228 Mich App 486, 503 ; 579 NW2d 411 (1998).] Purchasers’ fraud and misrepresentation claims purportedly arise from Dickson’s statement on December 31, 2018, that he would obtain the consents to assignments, before the parties closed on January 1, 2019.

2025Thus, when a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause. [UAW-GM Human Resource Ctr v KSL Recreation Corp, 228 Mich App 486, 503 ; 579 NW2d 411 (1998).] Purchasers’ fraud and misrepresentation claims purportedly arise from Dickson’s statement on December 31, 2018, that he would obtain the consents to assignments, before the parties closed on January 1, 2019.

17
Hamade v. Sunoco, Inc.green
michctapp · 2006 · cited in 2 Michigan opinions naming this issue, 2015–2016
2 sentences

2016Thus, when a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause. 3 Corbin, Contracts, § 578. [Hamade, 271 Mich App at 169-170 , quoting UAW-GM Human Resource Ctr v KSL Recreation Corp, 228 Mich App 486, 503 ; 579 NW2d 411 (1998).] Relying on UAW-GM, the Hamade Court explained that the plaintiff’s fraud claim was based “on an oral representation” and therefore, “[b]ecause this representat

2016As previously noted, “when a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause.” Hamade, 271 Mich App at 169-170 (quotation marks and citations omitted, emphasis added).

12
Star Insurance v. United Commercial Insurance Agency, Inc.green
mied · 2005 · cited in 1 Michigan opinions naming this issue, 2015–2015
1 sentence

2015However, in the context of an integration clause, which releases all antecedent claims, only certain types of fraud would vitiate the contract.” UAW-GM, 228 Mich App at 503 (citations omitted). “[W]hen a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause.” Id. “ ‘There is an important distinction between (a) representations of fact made by one party to another to induce that party to ent

11

Distinguished, questioned or overruled (0)

CaseNegativeCited
No negative-treatment citations attached to this issue in Michigan. Read the followed side critically anyway.

Also cited on this issue (3)

CaseCitedYears
Barclae v. Zarb green
michctapp · 2013
2 sentences

2025Id. [W]hile parol evidence is generally admissible to prove fraud, fraud that relates solely to an oral agreement that was nullified by a valid merger clause would have no effect on the validity of the contract.

2018Barclae v Zarb, 300 Mich App 455, 480 ; 834 NW2d 100 (2013). “[W]hen a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause.” UAW-GM Human Resource Ctr, 228 Mich App at 503 .

42015–2025
Hamade v. SUNOCO, INC.(R & M) green
michctapp · 2006
1 sentence

2015In Hamade v Sunoco Inc (R&M), 271 Mich App 145, 170 ; 721 NW2d 233 (2006), the plaintiff, who operated a Sunoco gas station under a franchise agreement with the defendant, asked Sunoco’s agent to include a clause in the franchise agreement that would prevent Sunoco from operating a second gas station within a certain distance from the plaintiff’s station.

12015–2015
Titan Insurance Company v. Hyten green
mich · 2012
2 sentences

2013Thus, when a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause. [Id.] “Fraud in the procurement of the contract may be . . . grounds to retroactively avoid contractual obligations through traditional legal and equitable remedies such as cancellation, rescission, or reformation . ..Titan Ins, 491 Mich at 557-558 .

2013Thus, when a contract contains a valid merger clause, the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself, i.e., fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause. [Id.] “Fraud in the procurement of the contract may be . . . grounds to retroactively avoid contractual obligations through traditional legal and equitable remedies such as cancellation, rescission, or reformation . ..Titan Ins, 491 Mich at 557-558 .

12013–2013

Where else courts name it

MI 8 (2006–2025) GA 6 (1994–2018)

Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.

← Caselaw search · G Cite Topics · Brief Check