Also known as: integrated contracts · integration clause · merger clause
Written by attorneys · grounded in primary & secondary sources — see below
A writing or set of writings that the parties adopt as the final expression of one or more terms of their agreement. Once identified as integrated, earlier or contemporaneous agreements are excluded from consideration as part of the contract.
Iain Irons contracted to buy a warehouse from Inertia Dynamics. The purchase agreement contained a merger clause declaring the writing the complete agreement. After closing the deed omitted any reference to an earlier promise to repair the roof. Iain later discovered water damage and sued to enforce the repair promise. The court refused to consider the prior promise because the integrated writing and deed controlled the parties' obligations.
Ira Irving negotiated a loan with Ideal Solutions. An initial term sheet described an interest-rate cap but stated it was for discussion only. The final signed loan agreement expressly stated it was based on the attached term sheet. When Ideal Solutions later charged a higher rate, Ira sued. The court treated the term sheet's cap as part of the integrated contract because the final writing adopted its terms.
Select any source to read its text and confirm it supports the definition.
Imani Idowu bought asphalt from Integrity Partners under a long-term supply contract that fixed a stated quantity. The contract was lengthy and contained detailed terms. Imani proved that trade usage and prior dealings treated such quantity figures as adjustable projections rather than strict limits. The court allowed the evidence to explain the integrated contract because the usage was consistent with the written quantity term.
A court examines whether the writing appears complete and specific on its face and whether the parties manifested an intent that it serve as the final expression of their agreement. An explicit integration clause is strong but not conclusive evidence of that intent.
Supporting sources
A completely integrated contract discharges prior agreements that fall within its scope or contradict its terms. Evidence of those prior agreements is inadmissible to vary or add to the writing.
Supporting sources
Yes. Even if a communication is not itself an offer, its promises or representations may be incorporated into a later writing that the parties adopt as their final agreement.
Supporting sources
Yes. After the buyer accepts the deed, merger and the parol-evidence rule ordinarily bar enforcement of prior promises not reflected in the deed, subject to limited exceptions such as fraud or collateral agreements.
Supporting sources
…deviated from similar express terms in earlier contracts in times of declining market. Id. at 9-10. As here, the contract’s merger clause said that there were no oral agreements. The court explained that its ruling “reflects the reality of the marketplace and avoids the overly legalistic interpretations which the Code seeks…