Also known as: entire agreements · entire agreement clause · integration clause · merger clause
Written by attorneys · grounded in primary & secondary sources — see below
A contractual provision declaring that the written agreement constitutes the complete and exclusive statement of the parties' understanding. The clause supersedes all prior negotiations, representations, and agreements, whether written or oral. After execution, the provision limits enforcement to the terms within the four corners of the document.
Eva Espinosa sold her commercial building to Evergreen Bank under a purchase agreement that contained a merger clause. The agreement required certain pre-closing repairs but the deed delivered at closing made no mention of them. After closing, Eva refused to perform the repairs. Evergreen Bank could not enforce the repair obligation because the merger clause and doctrine of merger discharged all contract terms not restated in the deed.
Equinox Energy and Edgewater Capital signed a merger agreement containing an entire agreement clause that expressly stated the writing constituted the entire agreement and conferred no rights on third parties. After the deal closed, a supplier sued Edgewater Capital claiming rights under the agreement. The court dismissed the claim because the clause limited enforcement to the named parties and barred reliance on any prior understandings.
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The clause prevents enforcement of prior oral promises by establishing that the written document is the complete expression of the parties' deal. Courts therefore apply the parol evidence rule to exclude evidence of those earlier statements.
No. Exceptions for fraud, mutual mistake, or collateral agreements that were not intended to merge into the writing remain available even when an entire agreement clause is present.
The clause reinforces merger by confirming that contract terms not carried forward into the deed are discharged upon acceptance of the deed at closing.
No. When a condition is unenforceable for public-policy reasons, a court may still excuse its non-occurrence if the condition was not an essential part of the agreed exchange, regardless of the clause.