An integrated contract, also known as an integrated agreement or integrated writing, is one or multiple writings that create the final iteration of one or multiple terms of an agreement. A court can decide if an integrated contract is necessary or valid when it tries to interpret the agreement. All agreements are considered to be integrated agreements unless there is proof from other documents that the writing didn't create a final opinion. An integrated contract doesn't require a specific form.

Integrated Contracts in Disputes

It is common in the dispute over a written contract for one party to claim the contract means something different than what it actually states. In order to support that claim, the party will usually submit outside evidence to change the agreement. This isn't allowed under Article 2 of the Uniformed Commercial Code, which states that external evidence isn't allowed in a fully integrated contract for any agreements relating to the sale of goods.

To distinguish itself as a fully integrated contract, a clause is typically placed at the end of the agreement that is called one of two names:

  • "Integration"
  • "Entire Agreement"

These clauses are common in most business contracts.

Creating an Integrated Contract

It is important to fully understand what is being put in the contract during the negotiation and signing periods and to ensure that you discuss all aspects of the deal. If the final language of the contract doesn't accurately represent what was discussed during negotiation, it will be nearly impossible to add evidence of additional terms in the case of a dispute.

If a contract includes the entire agreement from both parties, it is considered an integrated contract, or an integrated agreement. As soon as the integrated contract is signed, neither party can make claims that other promises, either written or verbal, were made that would change or override what is written in the contract.

On occasion, parties will agree to a partially integrated contract, which omits some of the terms of the agreement. A court will typically decide a contract is an integrated contract unless there is strong evidence that proves it isn't.

In order to protect themselves, parties to a contract can include a clause that states the contract includes the entire agreement. This is useful because the court will use the language from the contract to decide if both parties wanted it to be the final version of the terms.

Parole Evidence Rule

In most cases, the court will use the parole evidence rule to interpret if an agreement is an integrated contract. Under the parole evidence rule, previous oral and written agreements are no longer valid if there is an integrated contract. The rule also states that if there were previous inconsistent terms, the terms of the new contract override these terms. This rule is most commonly used to interpret the contract and not to contradict the contract.

How to Write an Integrated Contract

Contracts for business and employment, as well as many other written contracts, are typically integrated contracts. Often, both parties agree to include a term that clearly states that there isn't any other written or verbal evidence that would change the contract. This language can be important because without it, the group taking legal action for a dispute is required to prove that they signed an integrated contract or that part of the agreement between the parties came from other writings.

Parties can agree to a partially integrated contract, which leaves out some of the terms. However, the court will typically assume that an agreement is fully integrated, which makes it harder to prove a partially integrated contract.

Terms included in the contract are assumed to be the final version of the agreement between the parties. It is up to the court to interpret prior verbal and written agreements to decide if there are other terms. The court often does this by comparing all proved previous written and verbal agreements. If the parties have agreed to something that appears to be complete, it will be considered an integrated contract unless there is express language or evidence that shows that the writing was not the final version of the agreement.

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