Also known as: integrated agreements · integration clause · merger clause
Written by attorneys · grounded in primary & secondary sources — see below
A writing or writings constituting a final expression of one or more terms of an agreement. A court determines whether an agreement is integrated as a preliminary question before applying the parol evidence rule. When parties adopt a writing as their final expression of terms, prior or contemporaneous agreements are discharged to the extent they are inconsistent with or fall within the scope of the writing.
Star Team contracted with Frontier Sports to buy land for a practice facility. The contract contained a merger clause stating it was the entire agreement. Frontier orally promised a long-term lease on an adjacent parcel for parking. After closing Frontier conveyed only the main parcel by deed and leased the adjacent land elsewhere. Star Team cannot enforce the oral parking promise.
North Utilities and Union Renewable signed a forty-page power purchase agreement containing an integration clause. Earlier memoranda required Union to buy a minimum of fifty megawatts annually. The final writing stated only maximum capacity and optional dispatch. North Utilities cannot enforce the minimum-volume commitment because it conflicts with the integrated writing.
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North Utilities and Union Renewable executed a detailed electricity supply contract with an integration clause. During negotiations Union orally promised five million dollars for interconnection upgrades. The writing addressed delivery capacity and curtailment but omitted any funding obligation. North Utilities cannot enforce the oral funding promise because it lies within the scope of the completely integrated agreement.
Maria met repeatedly with Apex Builders to discuss a kitchen remodel. Apex orally promised high-end cabinets and stone countertops. The parties later signed a one-page bid form listing only total price and completion date. The court must decide as a preliminary matter whether the bid form constitutes an integrated agreement as to price and timing.
North Utilities and Union Renewable signed a forty-page agreement that set price, capacity, curtailment procedures, and credit support plus an explicit integration clause. The document addressed every aspect of the electricity and coal supply deal the parties had negotiated. The writing qualifies as a completely integrated agreement because the parties adopted it as their complete and exclusive statement of terms.
Dallas and Rebecca Masterson conveyed a ranch to the Sines by deed that contained no reference to an option to repurchase. The Sines later claimed an oral side agreement gave the Mastersons a right to buy back the property if the Sines ever sold it. Evidence of the oral repurchase right is admissible because the deed was not intended as a complete integration of all terms between the parties.
The court makes this determination as a preliminary question before applying the parol evidence rule. A writing that appears complete and specific on its face is presumed integrated unless other evidence shows the parties did not intend it as a final expression of terms.
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An integrated agreement is a final expression of one or more terms. A completely integrated agreement is an integrated agreement that the parties have also adopted as a complete and exclusive statement of all terms of their deal.
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A merger clause is strong evidence that the parties intended the writing as their complete agreement, but the court still examines the document's completeness and specificity along with any contrary evidence.
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Evidence remains admissible to show that the writing is not binding, that it is voidable, or that a prior term was intended as a collateral agreement outside the scope of the integration.
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…it ( Danann Realty Corp. v. Harris , 5 NY2d 317, 322; Tahini Invs. v. Bobrowsky , supra). Moreover, a fair reading of the merger clause reveals that it expressly disclaims only representations made with respect to the physical condition of the premises and merely makes general reference to representations concerning "any…