Also known as:partially integrated contracts · partial integration · partially integrated agreement
Written by attorneys · grounded in primary & secondary sources — see below
An integrated agreement other than a completely integrated agreement. The writing serves as the final expression of the terms it contains but does not preclude proof of consistent additional terms reached during negotiations.
Sources & Authorities
How it applies
Common Examples
2
Freelance Expense Reimbursement Claim
MetroNews signed a written freelance agreement with Dana that covered pay per article, deadlines, and editorial control but omitted any mention of travel expenses and contained no merger clause. Dana later seeks to prove an oral promise that MetroNews would reimburse reasonable investigation costs. Because the writing addresses only some subjects and leaves others open, the court treats the document as partially integrated and allows evidence of the consistent oral term.
Supply Contract Prior Term Dispute
Nova Machines and Glacier Appliances executed a detailed written supply contract that specified price, quantity, delivery, and warranties but omitted any merger clause and left remedies open. Glacier now offers evidence of a prior oral promise that Nova would buy back unsold motors each quarter. Because the writing is only partially integrated, the court admits the consistent additional oral term.
Put it into practice
Test Yourself
10
Practice Questions5
· 4 sources
Select any source to read its text and confirm it supports the definition.
Restatements
Dictionaries
Common questions
Frequently Asked
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How does a court decide whether a writing is partially integrated rather than completely integrated?+
The court makes this determination as a preliminary question before interpreting the contract or applying the parol evidence rule. It examines the writing's level of detail, the presence or absence of a merger clause, and whether the parties adopted the document as a complete and exclusive statement of all terms.
Supporting sources
What effect does partial integration have on prior oral agreements?+
A partially integrated agreement supersedes inconsistent prior terms but permits proof of consistent additional terms. The parol evidence rule still bars any oral term that would contradict the writing.
Supporting sources
Does the absence of a merger clause automatically make a contract only partially integrated?+
Absence of a merger clause is strong evidence that the parties did not intend the writing to be complete and exclusive, supporting a finding of partial integration when the document leaves foreseeable subjects unaddressed.
Supporting sources
Can a partially integrated contract bar evidence of an oral term that contradicts the writing?+
Yes. Even when the writing is only partially integrated, the parol evidence rule still excludes any prior term that directly conflicts with an express written provision.
Supporting sources
ContractsContract content and meaning · Parol evidenceUBEFoundational