On February 15, 2023, the Second Department issued a decision in R. Vig Props., LLC v. Rahimzada, 2023 NY Slip Op. 00887, holding that in a real estate sales transaction, “once the deed is delivered, its terms are all that survive and the purchaser is barred from prosecuting any claims arising out of the contract,” explaining:
The defendants also established their entitlement to judgment as a matter of law dismissing the cause of action to recover damages for breach of contract. The essential elements of a cause of action to recover damages for breach of contract are the existence of a contract, the plaintiff’s performance pursuant to the contract, the defendant’s breach of its contractual obligations, and damages resulting from the breach. The merger doctrine in a real estate transaction provides that once the deed is delivered, its terms are all that survive and the purchaser is barred from prosecuting any claims arising out of the contract. The only exception to this rule is where the parties clearly intended that the particular provision of the contract supporting the claim would survive the delivery of the deed.
Here, since the sale of the Valatie property closed, the deed was delivered, and the contract demonstrated that the parties did not intend that any provision of the contract would survive delivery of the deed, the doctrine of merger extinguished any claim the plaintiffs may have had regarding the contract of sale.
(Internal quotations and citations omitted).