merger
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Merger
The combination or fusion of one thing or right into another thing or right of greater or larger importance so that the lesser thing or right loses its individuality and becomes identified with the greater whole.
In contract law, agreements are merged when one contract is absorbed into another. The merger of contracts is generally based on the language of the agreement and the intent of the parties. The merger of contracts is not the same as a merger clause, which is a provision in a contract stating that the written terms cannot be varied by prior or oral agreements.
Estates affecting ownership of land are merged where a greater estate and a lesser estate coincide and are held by the same individual. For example, merger occurs when a person who leases land from another subsequently is given ownership of it upon the death of the lessor who has so provided in his will.
In Criminal Law, the commission of a major crime that includes a lesser offense results in the latter being merged in the former. For example, the crime of rape includes the lesser offense of Sexual Abuse which is merged into one prosecution for rape.
Cross-references
Lesser Included Offense; Mergers and Acquisitions.
merger
n. 1) in corporate law, the joining together of two corporations in which one corporation transfers all of its assets to the other, which continues to exist. In effect one corporation "swallows" the other, but the shareholders of the swallowed company receive shares of the surviving corporation. A merger is distinguished from a "consolidation" in which both companies join together to create a new corporation. 2) in real property law, when an owner of an interest in property acquires a greater or lesser interest in the same property, the two interests become one. Examples: a person with a life estate is given the title to the property by inheritance, the life estate is merged with the titled interest. 3) another important form of merger occurs when a person acquires two parcels of land which were once a single lot that had been divided into two lots by a "lot split" granted by the city or county. If the minimum lot size has been increased by changes in local ordinances and the two lots are now sub-standard size, the buyer who acquires title in the two lots may find that they are "merged" into one lot and he or she has lost the right to build a house on each lot. To avoid this problem, the buyer should make sure title in each lot is obtained under a different name, i.e. husband taking one, and wife the other.
merger
MERGER. Where a greater and lesser thing meet, and the latter loses its separate existence and sinks into the former. It is applied to estates, rights, crimes, and torts.
MERGER, estates. When a greater estate and less coincide and meet in one and
the same person, without any intermediate estate, the less is immediately
merged, that is, sunk or drowned in the latter; example, if there be a
tenant for years, and the reversion in fee simple descends to, or is
purchased by him, the term of years is merged in the inheritance, and no
longer exists; but they must be to one and the same person, at one and the
same time, in one and the same right. 2 BL Com. 177; 3 Mass. Rep. 172;
Latch, 153; Poph. 166; 1 John. Ch. R. 417; 3 John. Ch. R. 53; 6 Madd. Ch. R.
119.
2. The estate in which the merger takes place, is not enlarged by the
accession of the preceding estate; and the greater, or only subsisting
estate, continues, after the merger, precisely of the same quantity and
extent of ownership, as it was before the accession of the estate which is
merged, and the lesser estate is extinguished. Prest. on Conv. 7. As a
general rule, equal estates will not drown in each other.
3. The merger is produced, either from the meeting of an estate of
higher degree, with an estate of inferior degree; or from the meeting of the
particular estate and the immediate reversion, in the same person. 4 Kent,
Com. 98. Vide 3 Prest. on Conv. which is devoted to this subject. Vide,
generally, Bac. Ab. Leases, &c. R; 15 Vin. Ab. 361; Dane's Ab. Index, h.t.;
10 Verm. R. 293;; 8 Watts, R. 146; Co. Litt. 338 b, note 4; Hill. Ab. Index,
h.t.; Bouv. Inst; Index, h.t.; and Confusion; Consolidation; Unity of
Possession.
MERGER, crim. law. When a man commits a great crime which includes a lesser,
the latter is merged in the former.
2. Murder, when committed by blows, necessarily includes an assault and
battery; a battery, an assault; a burglary, when accompanied with a
felonious taking of personal property, a larceny in all these, and similar
cases, the lesser crime is merged in the greater.
3. But when one offence is of the same character with the other, there
is no merger; as in the case of a conspiracy to commit a misdemeanor, and
the misdemeanor is afterwards committed in pursuance of the conspiracy. The
two crimes being of equal degree, there can be no legal merger. 4 Wend. R.
265. Vide Civil Remedy.
MERGER, rights. Rights are said to be merged when the same person who is
bound to pay is also entitled to receive. This is more properly called a
confusion of rights, or extinguishment.
2. When there is a confusion of rights, and the debtor and creditor
become the same person, there can be no right to put in execution; but there
is an immediate merger. 2 Ves. jr. 264. Example: a man becomes indebted to a
woman in a sum of money, and afterwards marries her, there is immediately a
confusion of rights, and the debt is merged or extinguished.
MERGER, torts. Where a person in committing a felony also commits a tort
against a private person; in this case, the wrong is sunk in the felony, at
least, until after the felon's conviction.
2. The old maxim that a trespass is merged in a felony, has sometimes
been supposed to mean that there is no redress by civil action for an injury
which amounts to a felony. But it is now established that the defendant is
liable to the party injured either after his conviction; Latch, 144; Noy,
82; W. Jones, 147; Sty. 346; 1 Mod. 282; 1 Hale, P. C. 546; or acquittal. 12
East, R. 409; 1 Tayl. R. 58; 2 Hayw. 108. If the civil action be commenced
before, the plaintiff will be nonsuited. Yelv. 90, a, n. See Hamm. N. P. 63;
Kely. 48; Cas. Tempt. Hardw. 350; Lofft. 88; 2 T.R. 750; 3 Greenl. R. 458.
Butler, J., says, this doctrine is not extended beyond actions of trespass
or tort. 4 T. R. 333. See also 1 H. Bl. 583, 588, 594; 15 Mass. R. 78; Id.
336. Vide Civil Remedy; Injury.
3. The Revised Statutes of New York, part 3, c. 4, t. 1, s. 2, direct
that the right of action of any person injured by any felony, shall not, in
any case, be merged in such felony, or be in any manner affected thereby. In
Kentucky, Pr. Dec. 203, and New Hampshire, 6 N. H. Rep. 454, the owner of
stolen goods, may immediately. pursue his civil remedy. See, generally,
Minor, 8; 1 Stew. R. 70; 15 Mass. 336; Coxe, 115; 4 Ham. 376; 4 N. Hanp.
Rep. 239; 1 Miles, R. 212; 6 Rand. 223; 1 Const. R. 231; 2 Root, 90.