Also known as: fully integrated · fully integrate · full integrate · complete integration · integrated agreement
Written by attorneys · grounded in primary & secondary sources — see below
An integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement. Such an agreement discharges prior agreements to the extent they are within its scope or inconsistent with it.
Falcon Dynamics and Fidelity Trust signed a final supply contract that contained a merger clause declaring it the complete statement of their deal. Earlier emails had promised a price adjustment for raw material costs, but the signed document omitted any such adjustment and set a fixed price. When material costs rose, Falcon Dynamics refused the adjustment. The prior email promise was discharged because the integrated agreement controlled.
Faith Fitzgerald and Franklin Foundry executed a services agreement with a clause stating it was the complete and exclusive expression of their bargain. A prior oral side deal had promised Fitzgerald a bonus if she met certain milestones, but the written contract contained no bonus provision. When the milestone was reached, Franklin Foundry denied the bonus. The oral promise fell within the scope of the fully integrated writing and was therefore discharged.
Select any source to read its text and confirm it supports the definition.
Forrest Falconer and Fairfield Bank signed a loan document that listed all repayment terms and contained no reference to any other understandings. Falconer later sought to introduce evidence of an alleged oral promise by the bank to extend the repayment deadline. The court treated the signed writing as an integrated agreement because it constituted the final expression of the loan terms.
Francois Fortier and Falcon Dynamics signed a distribution contract that included an express statement that the writing was the complete and exclusive statement of all terms. Fortier later attempted to enforce an alleged prior understanding about territory rights that was absent from the document. The merger clause established that the agreement was completely integrated, barring enforcement of the omitted term.
Faye Fuller and Fidelity Trust executed a consulting agreement after negotiations that included several drafts. Fuller sought to introduce an earlier draft term that altered payment timing. The court first examined whether the final signed writing was integrated before considering any extrinsic evidence of the draft term.
Fatima Flores and Franklin Foundry prepared a detailed term sheet labeled nonbinding. They later signed a purchase agreement without any merger clause. Flores attempted to enforce a term from the term sheet that the purchase agreement omitted. Because the term sheet was not adopted as part of a binding integrated agreement, it did not discharge or replace the later writing.
A merger clause that achieves full integration shows the parties intended the writing to be the complete and exclusive statement of their agreement. This prevents enforcement of prior or contemporaneous agreements within the scope of the writing. The clause makes the parties' intent express and supports application of the parol evidence rule.
Supporting sources
The court determines as a preliminary question whether the writing constitutes a final expression of the terms and whether the parties adopted it as complete and exclusive. Factors include the completeness and specificity of the writing and any merger clause. Extrinsic evidence may be considered only after this threshold determination.
Supporting sources
Full integration discharges prior agreements to the extent they are within the scope of the writing, whether or not they are inconsistent. A partially integrated agreement discharges only inconsistent terms. The distinction turns on whether the parties intended the writing to be exclusive.
Supporting sources
…to create such districts without facing protracted litigation. This is an unfortunate step backward in our efforts to achieve a fully integrated society. Dissenting — Justice Stevens The Court’s decision confuses the standards for racial gerrymandering with those for vote dilution. The bizarre shape of the district is not…