Also known as: integrated written instruments · integrated contract
Written by attorneys · grounded in primary & secondary sources — see below
A contract reduced to a final writing that embodies the complete agreement of the parties on the subject matter. The parol evidence rule bars extrinsic evidence of prior or contemporaneous agreements that would alter, vary, or contradict its terms absent fraud, accident, or mistake.
Island Manufacturing sent Ivy Investments a detailed preliminary memo describing rebate percentages and marketing support for volume purchases. The parties later executed a one-year supply contract containing a merger clause that stated the writing constituted the entire agreement. When Ivy Investments demanded the rebates, the court treated the supply contract as the integrated written instrument and refused to enforce the memo terms.
Interlink Communications and Ironwood Capital executed a written credit agreement after settlement negotiations. Interlink later sought to introduce evidence of an alleged oral promise made during those talks. The court first confirmed the credit agreement was an integrated written instrument and then applied the parol evidence rule to exclude the oral promise.
Select any source to read its text and confirm it supports the definition.
The rule applies once a court determines that a writing is an integrated written instrument. Prior or contemporaneous oral agreements are then inadmissible to alter or contradict its terms.
An express merger clause stating the writing is the entire agreement strongly indicates the document is an integrated written instrument. Courts rely on the clause together with the completeness of the writing itself.
Yes. Even when a communication is not itself an offer, its promises or representations may be incorporated into a later offer and thereby become terms of the final integrated written instrument upon acceptance.
After closing, obligations in the land-sale contract merge into the deed. The deed then functions as the operative integrated written instrument for property interests, and prior contract terms not reflected in the deed are generally extinguished.