Lynn Williams, Appellant-Petitioner v. Jamie Asher, et al, Appellee-Respondent (2026)

MEMORANDUM DECISION

Statement of the Case

[1] Lynn Williams (Williams”) appeals the trial court's order granting summary judgment in favor of Jamie Asher (“Asher”). Williams argues that the trial court erred when it granted Asher's summary judgment motion. Concluding that the trial court did not err, we affirm the trial court's judgment.

[2] We affirm.

Issue

Whether the trial court erred when it granted Asher's summary judgment motion.

Facts

[3] In July 1999, Williams and Steven Linn (“Linn”) entered into a conditional land contract (“the 1999 contract”) with Las-Ell, Inc. (“Las-Ell”). In the 1999 contract, Williams and Linn purchased the real estate (“the real estate”), which was located in Brown County, from Las-Ell for the price of $37,000. The 1999 contract further provided that Williams and Linn would make a $2,800 down payment and $330 monthly payments. In November 2008, Linn assigned his interest in the 1999 contract to Williams.

[4] Ten years later, in January 2009, Williams and Las-Ell entered into a land contract with Asher (“the 2009 contract”) for the real estate. At the time the parties signed the 2009 contract, Williams had a remaining balance of $30,177.83 under the 1999 contract with Las-Ell. In the 2009 contract, Las-Ell was identified as the owner, Williams was identified as a vendor, and Asher was identified as a purchaser. Paragraph 1 of the 2009 contract set forth the purchase price and manner of payment for the real estate. Specifically, paragraph 1(a) of the 2009 contract provided that Asher agreed to buy the real estate for the purchase price of $70,000. Additionally, paragraph 1(b) of the 2009 contract provided the terms of the manner of payment. Specifically, paragraph 1(b)(1) provided that Asher was required to make a $3,000 down payment to Las-Ell, and paragraph 1(b)(2) provided that Asher was required to make monthly payments of $487.95 “paid to Owner for the benefit of Vendor[.]” (App. Vol. 2 at 34). This subsection also provided that Asher would attempt to finance the remaining contract balance every six months. Further, paragraph 1(b)(4) of the 2009 contract provided that “All payments shall be credited as payments to Vendor, but made to Owner” at its address. (App. Vol. 2 at 34).

[5] The 2009 contract also provided, in relevant part, as follows:

5. Warranties of Vendor. Vendor hereby warrants that Vendor has good and merchantable title to the Real Estate, free and clear of any and all liens, leases, restrictions and encumbrances, except as follows:

* * * * *

(iii) Terms and Provisions of a [1999 conditional land contract]․ All parties hereto agree that Lynn Williams, Vendor herein, shall be entitled to receive certain proceeds over and above the original contract amount due Owner, Las-Ell, Inc., upon the refinancing of said property by Purchaser, Jamie Asher, as set out in paragraph 1(b)(2).

* * * * *

7. Transfer of Purchaser's interests. - Condemnation. Purchaser's interest in this Contract and Purchaser's interest in the Real Estate may not be sold, assigned, pledged, mortgaged, encumbered or transferred by Purchaser without the written consent of Vendor and Owner․

* * * * *

12. Additional Covenants and Responsibilities of Vendor-and/or Owner. Upon payment by Purchaser of the Purchase Price in full, with all interest accrued thereon, and the performance by Purchaser of all covenants and conditions which by the terms of this Contract are to be performed by Purchaser, Vendor and/or Owner agrees and covenants to convey the Real Estate to Purchaser by General Warranty Deed, subject only to easements and restrictions of record as of the date of this Contract; to the rights of persons in possession; to the lien of all taxes and assessments payable by Purchaser hereunder; and to any other encumbrances which, by the terms of this Contract, are to be paid by Purchaser.

(App. Vol. 2 at 35, 36, 38) (emphasis in original).

[6] In October 2016, Las-Ell conveyed the real estate to Asher through a corporate warranty deed (“the 2016 conveyance”), which provided that the “deed [wa]s issued in full compliance with” the 2009 contract. (App. Vol. 2 at 40). The deed identified Las-Ell as grantor and Asher as grantee.

[7] In August 2018, Asher sold the real estate to Brian and Penny Braunagel (collectively, “the Braunagels”). Asher and the Braunagels entered into a purchase agreement to facilitate the sale of the real estate. The purchase agreement provided that the Braunagels would buy the real estate from Asher for approximately $137,000. The Braunagels obtained financing for the real estate through Finance of America Mortgage, LLC (“FAM”), and Asher conveyed the real estate to the Braunagels through a general warranty deed (“the 2018 conveyance”).

[8] In July 2024, approximately eight years after Las-Ell had conveyed the real estate to Asher, Williams filed a complaint for foreclosure against Asher, the Braunagels, and FAM (collectively, “the defendants”).¹ In her complaint, Williams alleged that Asher had breached the 2009 contract because it was “never satisfied” and that it was “a valid lien on the real estate.” (App. Vol. 2 at 18). Williams asserted that she was exercising her right under the 2009 contract and “declare[d] the balance of all sums remaining unpaid” under the 2009 contract to be due. (App. Vol. 2 at 18). Additionally, Williams requested that the trial court enter judgment in her favor, find that she held a valid first lien against the real estate, and order the defendants to sell the real estate to satisfy her judgment. Williams also requested attorney fees.

[9] In September 2024, the trial court issued an agreed order substituting Mortgage Electronic Registration Systems Inc. (“MERS”) as a defendant in the place of FAM.

[10] In June 2025, Asher filed a motion for summary judgment.² Asher designated the following evidence in support of his motion for summary judgment: (1) Williams’ complaint for foreclosure; (2) the 2009 contract; (3) the 2016 corporate warranty deed; (4) the 2018 warranty deed; and (5) the Braunagels’ mortgage.

[11] In his motion, Asher argued that the doctrine of merger by deed barred Williams’ breach of contract claim against Asher. Specifically, Asher argued that the 2009 contract merged into the deed in the 2016 conveyance when Las-Ell conveyed the real estate through a corporate warranty deed to Asher in 2016. Additionally, Asher noted that Williams’ complaint alleged that Asher had not fully paid under the 2009 contract. Asher asserted that “[c]laims and rights that are ‘a part of the main purpose of the transaction, i.e., the conveyance of real estate,’ are merged upon execution of the deed.” (App. Vol. 2 at 105) (quoting Thompson v. Reising, 51 N.E.2d 488, 491 (Ind. Ct. App. 1943)). Asher argued that monetary compensation was part of the main purpose of the 2009 contract and merged into the deed when Las-Ell conveyed the real estate to Asher.

[12] Further, Asher noted that the 2009 contract did not require Asher to pay Williams. Instead, the 2009 contract required Asher to pay Las-Ell, the owner, at its address. Additionally, Asher noted that the 2009 contract, in paragraph twelve, allowed for Las-Ell and/or Williams to convey the real estate to him after he had paid the purchase price and interest and had fully performed. Thus, Asher asserted that, based on the 2009 contract and the merger by deed doctrine, there was no genuine issue of material fact and that he was entitled to summary judgment as a matter of law.

[13] In July 2025, Williams filed her response in opposition to Asher's motion for summary judgment. Williams designated evidence in support of her motion included, in relevant part: (1) her complaint; (2) the 1999 contract; (3) Linn's assignment of interest in the 1999 contract to Williams; (4) the 2009 contract; (5) the 2016 corporate warranty deed; (6) the 2018 warranty deed; (7) the Braunagel mortgage; (8) sales disclosure forms from the 1999 contract and the 2009 contract; and (9) Williams’ affidavit.

[14] In her motion, Williams claimed that she had never been paid under the 2009 contract. She argued that the merger by deed doctrine did not apply because she had not signed the 2016 deed that conveyed the real estate from Las-Ell to Asher. Williams asserted that she had equitable title to the real estate, and, because she did not sign the deed conveying the real estate to Asher, the 2016 conveyance violated the statute of frauds under Indiana Code § 32-21-1-1. Williams also asserted that the 2016 conveyance of the real estate to Asher violated Indiana Code § 32-21-1-13, which provides the requirements for a conveyance of land, because that statute required Williams to sign the deed for the conveyance of the real estate to Asher.

[15] Williams also argued that she possessed an equitable title interest in the real estate and that her equitable title interest in the real estate was collateral to and independent of Las-Ell's interests and that her equitable interest survived the 2016 conveyance by corporate warranty deed of the real estate. In other words, Williams argued that her interests did not merge into the deed.

[16] Asher filed a reply motion addressing Williams’ arguments. In his reply motion, Asher argued that Williams’ signature was not required to convey the real estate to Asher because the 2009 contract provided that Las-Ell and/or Williams could convey the real estate. Concerning Williams’ statute of frauds argument, Asher noted that Williams and Asher had both signed the 2009 contract. Asher further noted that Williams’ arguments under Indiana Code § 32-21-1-13 also failed because Las-Ell, the owner of the real estate under the 2009 contract, was the grantor and signed the corporate warranty deed that conveyed the real estate to Asher. Thus, Asher argued that the requirements of this statute had been satisfied.

[17] Concerning Williams’ argument that her equitable title interests were independent of and collateral to the 2016 conveyance of the real estate, Asher noted that these rights are generally rights that do not have to do with title. Therefore, Asher asserted that Williams’ alleged equitable title interest in the real estate was not a right independent of and collateral to the conveyance of the real estate.

[18] In August 2025, the trial court issued an order granting Asher's motion for summary judgment. In its order, the trial court found that the 2009 contract was “clear that Las-Ell[ ] was to receive all payments made by” Asher and that those payments were made by Asher to Las-Ell for Williams. (App. Vol. 2 at 12). Concerning paragraph 5 of the 2009 contract, the trial court found that the provision was “vague” because it did not state a dollar amount, which party was to pay, and how payment was to be made. (App. Vol. 2 at 13). Further, the trial court found that “nothing in the [2009] contract required Defendant Asher to make payments to [Williams].” (App. Vol. 2 at 13). Additionally, the trial court found that the 2009 contract “clearly and unequivocally gave” Williams “and/or” Las-Ell “the responsibility to convey the real estate to Defendant Asher by warranty deed once [Asher] had paid the purchase price in full, including interest.” (App. Vol. 2 at 13). Ultimately, the trial court found that once Las-Ell had signed the warranty deed to Asher, the 2009 contract merged with the deed and that the 2009 contract did not create rights collateral to and independent of the 2016 conveyance. Therefore, the trial court concluded that the defendants were entitled to judgment as a matter of law and granted Asher's motion for summary judgment.

[19] Williams now appeals.

Decision

[20] Williams argues that the trial court erred when it granted Asher's summary judgment motion. Our standard of review for summary judgment cases is well-settled. When we review a trial court's grant of a motion for summary judgment, our standard of review is the same as it is for the trial court. Knighten v. E. Chi. Hous. Auth., 45 N.E.3d 788, 791 (Ind. 2015). Summary judgment is appropriate only where the moving party has shown that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. Hughley v. State, 15 N.E.3d 1000, 1003 (Ind. 2014). A trial court's grant of summary judgment is “clothed with a presumption of validity,” and an appellant has the burden of demonstrating that the grant of summary judgment was erroneous. Williams v. Tharp, 914 N.E.2d 756, 762 (Ind. 2009) (cleaned up). “On review, we may affirm a grant of summary judgment on any grounds supported by the designated evidence.” Chmiel v. US Bank Nat'l Ass'n, 109 N.E.3d 398, 407 (Ind. Ct. App. 2018).

[21] Additionally, this case requires us to interpret the 2009 contract. Construction of a written contract is a question of law for which summary judgment is particularly appropriate. Rusnak v. Brent Wagner Architects, 55 N.E.3d 834, 840 (Ind. Ct. App. 2016), trans. denied. “When summary judgment is granted based on the construction of a written contract, the trial court has either determined as a matter of law that the contract is not ambiguous or uncertain, or that any contract ambiguity can be resolved without the aid of a factual determination.” Id. at 840-41. Because the interpretation of a contract involves a question of law, we review de novo such interpretation. Id. at 840.

[22] Williams argues that the trial court erred when it granted Asher's summary judgment motion because: (1) her equitable title interests in the real estate did not merge into the deed; and (2) Las-Ell's 2016 conveyance of the real estate violated Indiana Code § 32-21-1-1 and Indiana Code § 32-21-1-13. We address each argument in turn.

1. Merger by Deed

[23] The issue central to the resolution of this case is whether the doctrine of merger by deed bars Williams’ breach of contract claim against Asher. Williams argues that her equitable interest in the real estate did not merge into the corporate warranty deed because her equitable interest in the real estate survived the 2016 conveyance and did not merge into the deed. Williams asserts that, based on the 2009 contract, the intent of the parties was for her alleged equitable interests in the real estate to survive the merger. Asher, on the other hand, argues that Williams’ claim “fits squarely” into the merger by deed doctrine because her claim “pertains to the main purpose of the [2009] [c]ontract.” (Asher's Br. 16) (emphasis in original). We agree with Asher.

[24] According to the doctrine of merger by deed, “[i]n the absence of fraud or mistake, all prior or contemporaneous negotiations or executory agreements, written or oral, leading up to the execution of a deed are merged therein by the grantee's acceptance of the conveyance in performance thereof.” Warner v. Estate of Allen, 776 N.E.2d 422, 427 (Ind. Ct. App. 2002), reh'g denied, trans. denied. “The rule is concerned with those rights or things which normally pass to the grantee by deed in the absence of reservations or stipulations; if such rights are not expressly carried forward to the deed, they are eradicated and no action lies in contract.” Link v. Breen, 649 N.E.2d 126, 128 (Ind. Ct. App. 1995), trans. denied. Examples of such rights include: reservation of growing crops, easements over land conveyed, possession by the grantor for a limited period of time after title passes, and assumption of mortgage or current taxes. Id. The test of merger is the express or implied intention of the parties. Id. If the intention is clear from the deed's language, the deed is decisive. Thompson, 51 N.E.2d at 488. If not, other evidence may be introduced to settle the issue. Id. To ascertain the parties’ intent, words and phrases of the contract cannot be read in isolation but must be read in conjunction with other language contained in the contract. Link, 649 N.E.2d at 128.

[25] Our review of the record reveals that the deed is decisive. Las-Ell conveyed the real estate to Asher through a corporate warranty deed that provided that the “deed [wa]s issued in full compliance with” the 2009 contract. (App. Vol. 2 at 40). Turning to the 2009 contract, Las-Ell, Williams, and Asher all signed and entered into the 2009 contract. Las-Ell was identified as owner, Williams was identified as vendor, and Asher was identified as purchaser. Further, paragraph 1 of the 2009 contract clearly stated that payments made by Asher were to be made to Las-Ell. Indeed, Asher's down payment and monthly payments were to be paid to Las-Ell, the real estate owner. Additionally, paragraph 1(b)(4) of the 2009 contract provided that “All payments shall be credited as payments to Vendor, but made to Owner” at its address. (App. Vol. 2 at 34). Thus, the 2009 contract clearly and consistently stated that all of Asher's payments were to be made to Las-Ell.

[26] Further, paragraph 12 of the 2009 contract provided that:

Upon payment by Purchaser of the Purchase Price in full, with all interest accrued thereon, and the performance by Purchaser of all covenants and conditions which by the terms of this Contract are to be performed by Purchaser, Vendor and/or Owner agrees and covenants to convey the Real Estate to Purchaser by General Warranty Deed, subject only to easements and restrictions of record as of the date of this Contract; to the rights of persons in possession; to the lien of all taxes and assessments payable by Purchaser hereunder; and to any other encumbrances which, by the terms of this Contract, are to be paid by Purchaser.

(App. Vol. 2 at 38).

[27] Thus, our review of the record reveals that the 2009 contract clearly stated that Asher was to pay Las-Ell, and once Asher had fully performed by paying according to the terms of the 2009 contract, Las-Ell and/or Williams agreed and covenanted to convey the real estate to Asher. After Asher had fully performed, Las-Ell conveyed the real estate to Asher through the corporate warranty deed and explicitly stated in the deed that Asher had fully complied with the 2009 contract. We conclude that, based on the deed and the 2009 contract, all claims related to Asher's payment and performance were eradicated because the 2009 contract merged into the deed. See Warner, 776 N.E.2d at 427 (holding that a party's claim under a section of a purchase agreement for real estate “ha[d] no legal effect” under the doctrine of merger by deed because the purchase agreement merged into the deed when the deed was given to purchaser at closing).

[28] Williams, however, argues that her equitable interests in the real estate survive the merger because her interests were collateral to and independent of Las-Ell's interests and because she did not sign the deed. We disagree.

[29] Collateral and independent rights or obligations are allowed to survive the deed because their performance is not necessary to the conveyance of the real estate and, as such, there is no need to merge them. Link, 649 N.E.2d at 128. Generally, these are rights which do not have to do with title, possession, quality or emblements of the land conveyed. Id. “[C]ollateral undertakings, not a part of the main purpose of the transaction, i.e., the conveyance of real estate, by their very nature show an intent that they should not be merged in the deed, and therefore are not extinguished thereby.” Thompson, 51 N.E.2d at 491.

[30] We again note that Williams’ claim against Asher essentially boils down to the allegation that she was not paid under the 2009 contract, and, because she was not compensated, she retains an equitable title interest in the real estate. But payment to Las-Ell for the benefit of Williams, as we explained above, was necessary for the conveyance of the real estate. Further, we have explained that the types of rights that are collateral to and independent of the merger are generally ones that do not have to do with title, see Link, 649 N.E.2d at 128, and here, Williams is asserting her equitable title rights against Asher. We conclude that Williams’ alleged equitable title interest is not a right collateral to or independent of the merger by deed where the deed explicitly provided that Asher had complied with the 2009 contract.

[31] Williams cites to portions of the 2009 contract to support her proposition that it was the intent of the parties for her alleged equitable title rights to survive the merger by deed. Specifically, she cites to paragraph 5 of the 2009 contract and, she alleges that the 2009 contract required Asher to “refinance the contract balance and pay both Las-Ell and Williams in full if possible” under paragraph 1(b)(2). (Williams’ Br. 16). But, our reading of the 2009 contract reveals that Asher was contracted to pay Las-Ell for Williams’ benefit and Asher did so. We are not convinced that these paragraphs allow for Williams’ claims to survive merger.³

[32] Williams also asserts that her equitable title interests were collateral to the merger because she did not sign the corporate warranty deed. But, as we have stated above, paragraph 12 of the 2009 contract clearly allows Williams or Las-Ell to convey the real estate after Asher has performed. Las-Ell conveyed the real estate to Asher after his full performance, and we conclude that, based on the plain text of the 2009 contract, the express intent of the parties was for either or both Las-Ell or Williams to convey the real estate.⁴

2. Statutory Violations

[33] Williams also argues that Las-Ell's conveyance of the real estate to Asher through a deed without her signature was prohibited by Indiana Code § 32-21-1-1 and Indiana Code § 32-21-1-13. She specifically argues that her interest in the real estate could not have been conveyed through Las-Ell's deed without her signature or consent. We disagree.

[34] Indiana Code § 32-21-1-1, the statute of frauds, provides that a person may not bring “[a]n action involving any contract for the sale of land” unless “the promise, contract, or agreement on which the action is based, or a memorandum or note describing the promise, contract, or agreement on which the action is based, is in writing and signed by the party against whom the action is brought or by the party's authorized agent[.]” I.C. § 32-21-1-1(b)(4).

[35] Here, the 2009 contract was signed by Williams, Las-Ell, and Asher and complied with the statute of frauds. As we have explained above, under paragraph 12 of the 2009 contract, Las-Ell and/or Williams agreed and covenanted to convey the real estate to Asher after he had fully performed. And, once Las-Ell conveyed the real estate to Asher, the 2009 contract merged into the deed. The statute of frauds did not prohibit Las-Ell from conveying the real estate, including Williams’ alleged interests, to Asher without Williams’ signature.

[36] Lastly, we turn to Williams’ argument regarding Indiana Code § 32-21-1-13(b), which provides that a conveyance must:

(1) be in writing;

(2) be executed or signed by the:

(A) lessor or landlord;

(B) grantor (as defined in IC 32-17-1-1); or

(C) land contract seller; and

(3) have an acknowledgement ․ or a proof ․

I.C. § 32-21-1-13(b).

[37] Here, the corporate warranty deed used by Las-Ell to convey the real estate to Asher satisfied the requirements of the statute. Specifically, the deed was in writing and signed by Las-Ell, who was labeled as a grantor. To the extent that Williams argues that her alleged equitable interest survived this conveyance, we again note that the 2009 contract permitted Las-Ell to convey the real estate after Asher had fully performed.

[38] In conclusion, the doctrine of merger by deed clearly bars Williams’ breach of contract claim against Asher because the 2009 contract merged into the deed and because Williams’ alleged equitable interests in the real estate were not collateral to or independent of the 2009 contract. Accordingly, the trial court did not err when it granted Asher's motion for summary judgment, and we affirm the trial court's judgment.

Affirmed.

FOOTNOTES

1.   Williams did not bring any claims against Las-Ell in her complaint.

2.   The Braunagels and MERS both filed motions joining and concurring with Asher's motion for summary judgment.The trial court issued a summary judgment scheduling order that same day. Neither party requested a hearing on summary judgment.

3.   Williams also cites to paragraph 7 of the 2009 contract to support her argument that it was the intent of the parties for her alleged equitable title interests to survive the merger. Paragraph 7 addressed Asher's ability to transfer his interest in the 2009 contract and the real estate while he was still performing under the 2009 contract. We are not convinced that it supports Williams’ ability to retain equitable title interests in the real estate after it has been conveyed to Asher.

4.   Again, we note that Williams did not include Las-Ell as a defendant in her complaint.

Pyle, Judge.

Bradford, J., and Kenworthy, J., concur.