California Court of Appeal

In a breach of contract action brought by a winery that purchased from defendants land which contained an active fault trace that was not disclosed by sellers as required by the purchase agreement, the trial courts grant of summary ajudication to sellers is reversed where: 1) the court relied on the wrong legal standard in determining the doctrine of merger extinguished the seller's contractual duty to disclose geotechnical reports allegedly known by them discussing potentially hazardous seismic conditions on the property; 2) evidence from buyer's representative, which was admitted into evidence by the court, raised a triable issue of fact as to whether the intent of the parties was to have this duty to disclosure merge with the deed upon escrow closing; 3) buyer's cause of action for breach of contract accrued at the time of the breach, thus the seller's liability for that breach was fixed before escrow closed; 4) the doctrine of merger applied in this case, the collateral obligations exception prevented the merger doctrine from extinguishing the disclosure duty; and 5) the court erred in deciding as an alternative ground for summary adjudication that buyer had improperly pleaded inconsistent theories of liability.

Appellate Information

• Decided 04/09/2015
• Published 04/09/2015

Judges

• Ruvolo

Court

• California Court of Appeal

Counsel