Purchase agreement mergers into deed after closing, Iowa court rules

Iowa case law summary by Attorney Richard Clem: Iowa property, merger.

James Payton v. John Digiacomo and Daveen John Digiacomo. Iowa property, merger

In this appeal from Black Hawk County, Judge George L. Stigler, the Iowa Court of Appeals held that the remedies clause of the purchase agreement merged into the deed upon delivery and acceptance. Therefore, neither party could invoke it to obtain attorney fees.

The buyer had brought a breach of contract action against the sellers in which he alleged that the sellers were aware of prior water damage, but the jury disagreed. The sellers then requested attorney fees as provided for in the purchase agreement. The district court denied the request, and the sellers appealed to the Iowa Court of Appeals.

The appeals court affirmed. Citing a 1927 case, it held that when a deed is accepted, the contract merges into the deed. While there might be situations that serve as an exception to the presumption of merger, none were present in this case.

No. 14-1453 (Iowa Ct. App. Sept. 10, 2015).

Please see the original opinion for the court's exact language.


Richard P. Clem is an attorney and continuing legal education (CLE) provider in Minnesota. He has been in private practice in the Twin Cities for 25 years. He has a J.D., cum laude, from Hamline University School of Law in St. Paul and a B.A. in History from the University of Minnesota. His reported cases include: Asociacion Nacional de Pescadores a Pequena Escala o Artesanales de Colombia v. Dow Quimica de Colombia, 988 F.2d 559, rehearing denied, 5 F.3d 530 (5th Cir. 1993), cert. denied, 510 U.S. 1041 (1994); LaMott v. Apple Valley Health Care Center, 465 N.W.2d 585 (Minn. Ct. App. 1991); Abo el Ela v. State, 468 N.W.2d 580 (Minn. Ct. App. 1991).

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