Napier v. Graham, Not Reported MMPE.2d (2004) 8 Va. Cr. 800 = - 68 Va. Cir. 500 Circuit Cour of Virginia, Albemarle County Carolyn NAPIER et al. v. Mark GRAHAM et al. No. CLO2. ' 2008. 158, Opinion PAUL M. PEATROSS, JR, Judge. ‘1 This matter comes before the Court on a Plea in Bar ‘made by Defendant, County of Albemarle, in response to Plaintiffs’ Motion for Judgment. The Court heard argument by counsel on May 27, 2004, regarding the doctrines of Imerger and equitable estoppel and took the mater under advisement to consult the authority cited. For the reasons set forth below, the Court finds that: (1) the doctrine of merger ‘doesn faet apply tothe letter agreement and deed in question, but (2) under equitable estoppel, Defendant is estopped from asserting merger as a defense. Thus, the Court overruls the Defendant's Plea in Bar. Factual Background ‘On October 16, 2000, Plaintiff; Carolyn Napier, executed 4 deed of easement which allowed Defendant, the County ‘of Albemarle, t9 proceed with a storm drainage project to be performed in the Wynridge Subdivision, This project consisted of excavation of earth in order 10 replace and redirect drainage piping, Defendant required an easement fom Plaintiff in order to complete the projes the piping did eross or was to cross a portion of Plait’ property. The record shows that Plaintiff expressed reservations about ranting the easement because of concem over possible destruction of her property, and, in fact, Plain and her husband initially refused. to approve the easement, On October 5, 2000, Defendant Mark Graham, an employee of the County and a defendant named herein, sent a letter 1o Plaintiff in an effort wo induce her to sign the Deed WESTLAW © 2022 Thomsc No claim to original U, of Easement. This letter contained seven different specific offers, the seventh of whichis the provision in issue: Damage to property during construction: Shorly before the contractor commences work, we plano prepare a video survey of the entre constuction area withthe contactor present, That video will allow us to document all existing improvements in the arca of construction, Should any ‘questions or concems arise about damage to anyone's property, we ean then easily determine the pre-construction conditions. As specified by the contract, the County wil then require the contractor to satisfactorily repair any damaged improvements ‘The relevant portion of the Deed in regard to repairs, states ‘The Grantee, is successors, and assigns shall repair or replace only ground cover now within the casement conveyed herein which may be disturbed, damaged, or removed as a result of the construction of any of the Grantee's facilites, shall remove all rash and other debris ‘of construction oF reaie from the easement, and shall ‘restore the surface thereof to its orginal condition as nearly as possible Plainifclaims that she executed the Dood because of reliance fon the offers inthe above referenced letter, specifically on offer seven. Furthermore, Plaintiff claims that, as a result ofthe excavation, the ground destabilized, and considerable damage oer house resulted. Defendant now assert a Plea in Bar based on the merger doctrine, arguing that all items contained in prior contracts and agreements are “merged!” into the final Deed and, as such, the tems ofthe Deed alone are controlling. Plaintiff counters, thatthe terms in the October Sth letter constitute a collateral agreement which survive the merger doctrine and stand by themselves, PlimtfValso contends that, even ithe letters not a collateral agreement, the Defendant is equitably estopped fiom asserting a Plea in Bar on the basis of the mieRgee doctrine. Iesues Presented *2 (1) Do the terms inthe October Sth letter concerning repairs conflict withthe terms of repair stated inthe Deed for do those two sets of terms deal with separate issues thus rendering the letter a collateral agreement that would survive the merge doctrine? Government orks 7apt ham Not Reporte fe 26209 58 Va Cir. 500 (2) fhe terms concerning repairs do confit with each ‘othe, should the Defendant be equitably estopped from asserting the merger doctrine? Discussion of uhority The doctrine of merger serves as a finalization tool to all agreements between paris, defining liability solely on the tems in the deed. This doctrine rds ambiguity while promoting a binding agreement with definite results, As the Virginia Supreme Cour stated in Woodson v, Smith, 128 Va, (652, 686, 104 S.E. 794 (1920) the rule is that when a deed is executed and accepted in performance of a prior preliminary contac, the deed, if unambiguous in its tems, and unaffected by fraud or mistake, must be looked 10 alone as the final agrecment of parties. Even though the merger doctrine “may result in occasional hardship and occasional failure to earry out the real intentions of the parties" its essential in establishing certainty inthe law and reducing frivolous claims. 1 Yel, under entain circumstances, a party can overcome the doctrine. See Miller: Reynolds, 216 Vs, 852,855,223 8.5.24 883 (1976) (recognizing that often a deed is only par of 3 prior existing contrat, and parol evidence may be admitted to prove other terms not inconsistent with the deed; see also, Enpire Mgmt, & Dev. Co. Greemille Assocs, 255 Va. 49, 54, 496 S,E.24 440 (1998) (agreement for payment of rental ransferof property deemed collateral, Paitit has presented Beck v Sith, 260 Va, 452, $38 $.E.24 312 (2000), which explores the pressing issue before the Court of what may be considered a collat Beck, the Virginia Supreme Court held that some agreements would not bbe encompassed by the merger doctrine they ae collateral, 1, a1456, Agreements would be considered collateral "i they «do not affect til othe property, they are not addressed in the deed, and if they do not conflict with the deed.” Md income ater ‘Theissue before the Court concerns whether the terms in offer ‘umber seven ofthe leter agreement, which refer to repair of “existing improvements,” conflict with the tems in the Deed, which refer to repairing o replacing only groundcover within the easement. After noting the arguments made by both parties, this Court finds that the terms in the leter do in fat conflict with the ten argues that the two are not WESTLAW 'No dlaim to origi the fact that letter agreement offer number seven references damaged improvements and the Deed references groundcover within the easement, two physically separate areas. The use ofthe word “only” in the Deeds deseription of what may be repaited oF replaced clearly distinguishes what areas would be subject to repair, the groundcover, and what areas would not be al others including the “existing improvements.” *3 “Therefore, the letter agreement dated October Sth is not collateral agreement and doesnot fall outside the doctrine of merger. Now, Plaintiff would have the Cour consider whether Defendant should be equitably estopped from asserting the octrine of merger as a legal defense. “[The} elements necessary to establish equitable estoppel, absenta showing of fraud and deception, area representation, reliance, achange of position, and detriment.” ZT, 216 Va. 867,873,224 .E.2d Us (1976); see also United States x Fidelity & Casualty Co of New York, 402 F.24 893, 898 (th Ci. 1968), Plant etes ‘Michofasw: Austin, $2 Va, 817, 1 S.E, 132 (1887), a8 a case ‘on point. Here, the Court held that equitable estoppel applied ‘when a widow changed her position to her detriment when she signed a deed based on an ouside agreement. 1d “The facts im the ease at hand clearly suggest that a representation was made by the Defendant as shown in the October Sth letter. Plaintiff then suffered injuries to her detriment when she changed her position by executing the Deed of Easement, However, Defendant argues that PlaintifT could not have justifiably relied on the tems in the letter ‘when the Deed itself stated those terms differently. The record shows that Painiff had previously declined to exccute the Deed of Easement based on her concems that her property would be damaged. In order to obtain the Deed, Defendant was foreed to prove to Plant that any and all damage that ‘id ogeur would be repaired, and this intent on Defendant's pat is expressed inthe letter. Furthermore, the record shows that Plaintiff had possession of the unsigned Decd during the time that Defendant made his representations though the eters, proving that, during consideration of signing the Deed, Plaintiff looked tothe letter as reassurance that her concerns ‘would be satisfied. ‘The Court finds that Plant reasonably and justifiably relied ‘on the representations made inthe letter. This Court itself had 'o carefully decipher whether the terms in the letter were of ‘were not in conflict with the terms in the Deed as to repairs ‘The misleading nature of the terms in both documents could womment Works.baveleda reasonable person o belive tht the seven specific Defesant's Plea in Bar is overruled. Though te doctrine of ‘offers contained in the lt stil stood as valid offers despite MEFHEE does apply 10 the letter agreement Because is terms dhe ganas the Deak. Therefove the Court declares bat 5 cont with those nthe Deed, Defendant is equitably Defendant be uitably estopped frm asetng the doctrine ‘PPE om using tas defense Because Phin reid on ‘of MEFBEE asa defense to the tems inthe eter agreement Defendants representations regarding repair and the change ‘of postion made thereon directly led to her detriment. Naplerv. Graham, Not Reported IWMPE 24 (2004) va. Cr. 500 ce Ruling All Citations Not Reported in $.E.24, 68 Va, Ci. $00, 2004 WI 3636059 End of Document (© 2022 Thomson Reuters. No claim to original US. Govemment Works. WESTLAW 2 Thomson Routers, No claim to orginal U.S Work