Key Takeaways

  • A partially integrated contract means the written document includes some, but not all, terms agreed upon by the parties.
  • Courts allow supplemental (but not contradictory) parol evidence in partially integrated agreements.
  • Integration clauses help clarify whether a contract is fully or partially integrated.
  • Courts consider intent, drafting process, and merger clauses to determine integration level.
  • Misunderstanding the integration level can affect enforceability of prior agreements and communications.

A partially integrated contract is simply an agreement that is not fully integrated. A written contact is a very important tool used every day in business or in general life. The court system will often get involved if contracts have to be litigated due to a disagreement or breach.

Overview: Integrated Agreements

An integrated agreement is a type of writing that acts as the final expression in the terms of an agreement. The court will determine whether or not an integrated agreement is in question. There is no special form needed for an integrated agreement.

A written contract that is signed by all parties can include a special clause that says there are to be no other agreements among the parties. However, this declaration is not always conclusive.

Whether or not an integrated agreement is factual will have to be determined with evidence. It is generally determined by a trial judge. After the determination is made, further questions as to the agreement will have to be decided by the trier of fact.

Contract - Complete and Partial Integrations

A complete integrated agreement is a type of agreement that is adopted by all parties as an exclusive statement of the agreement terms. A partially integrated agreement is an agreement that is not otherwise a complete integrated agreement. The court will determine if an agreement is completely or partially integrated. It will be determined by the parol evidence rule.

The term integration will determine to how much each provision of the contract is included in the contract:

  • Complete integration- a complete integration occurs when the contract includes all the information with regard to the agreement between the parties. If a court decides that a contract is a complete integration, the parol of evidence rule will limit any outside evidence that makes changes to the original contract.
  • Partial integration- this refers to a written document that can only contain a portion of the information that constitutes the agreement among parties. If the court decides that a contract is a partial integration, it allows specific evidence that will supplement or explain the details of a contract. With partial integration, parol evidence will restrict the use of outside evidence that contradicts the contract. Integration clauses are not typically used in partial integrations. The agreement itself makes reference to any outside discussion that clarifies some parts of the agreement. Courts will consider any communications made prior if they supplement the contract. Court will not consider any form of communication that contradicts the contract.

Legal Definition: What a Partially Integrated Contract Means

A partially integrated contract means the written agreement reflects only part of the terms agreed upon by the parties—it is not the complete and final expression of the entire deal. Courts may permit the introduction of external evidence (known as parol evidence) to supplement the contract’s terms, as long as it does not contradict the written provisions.

In this context, “a partially integrated contract means:” the parties included some agreed-upon terms in writing, but left others to oral agreements or previous writings. These supplemental terms must be consistent with the written document to be considered by the court.

This distinction plays a significant role in contract interpretation and litigation, especially when disputes arise over what was actually agreed upon. The key test is whether the additional terms support, rather than conflict with, the existing written contract.

Two Levels of Integration

A merger clause is also referred to as an integration clause. An integration clause is used to prevent any court testimony or other evidence regarding the contract from being used in court if litigation occurs. If a contract falls within a level one integration, any evidence of drafts previously made or other evidence can be admitted at a trial to explain or add to the contract, but it cannot contradict the contract terms.

However, if the contract is in level two integration, no evidence is allowed of any previous drafts at the time of negotiation.

When the court decides if integration is level one or two, there are some facts that the court will consider including:

  • Whether or not there is a merger or integration clause
  • If there is any information in the contract that is collateral
  • If any oral contract is claimed and how it is different from the written contract
  • The intent of the parties
  • How the contract was drafted, whether formally or rudimentarily
  • The time spent considering the drafting of the contract terms
  • Whether or not there was bargaining with specific terms
  • Whether or not the terms of the contract are at issue

Factors Courts Use to Determine Partial Integration

To assess whether a contract is partially integrated, courts analyze a variety of factors, including:

  • Presence or absence of an integration clause (merger clause)
  • Evidence of collateral or side agreements
  • Oral or written statements made before or during signing
  • Whether the written document appears final on its face
  • Sophistication of the parties and legal counsel involved
  • Subject matter complexity
  • Degree of negotiation that occurred

Even if a contract lacks a merger clause, a judge may still find it to be a complete integration if it appears to reflect the full agreement. Conversely, a contract with a merger clause may still be found partially integrated if it omits essential agreed-upon terms.

The Parol Evidence Rule

The point of the rule is that contracts do not appear as soon as they are placed on paper. There needs to be negotiations of some kind to form a deal.

You can talk to a person on the phone or write a letter, but a contract is not formed just by those acts. A negotiation has to take place for a contract to be formed.

Examples and Common Disputes in Partially Integrated Contracts

Disputes involving partially integrated contracts often arise in the following scenarios:

  • Verbal assurances: One party claims that additional promises were made before signing, such as extended deadlines or warranties.
  • Side agreements: There are separate but related written agreements not referenced in the main contract.
  • Incomplete clauses: A term like “delivery time” is vague or omitted entirely, leading to disagreements.

For example, if a vendor contract specifies product pricing but leaves out delivery terms that were discussed verbally, and the contract is deemed partially integrated, those delivery terms might be admissible in court—provided they don’t contradict any written terms.

Businesses and individuals should clearly document all material terms to avoid relying on parol evidence. If key provisions are discussed but not written, it may lead to uncertainty or litigation.

Frequently Asked Questions

  1. What does a partially integrated contract mean in legal terms?
    It means the contract includes only some of the terms agreed upon by the parties. Additional consistent terms may be proven through external evidence.
  2. Can oral agreements be enforced in a partially integrated contract?
    Yes, if they supplement (not contradict) the written contract and the court determines the agreement is only partially integrated.
  3. What’s the difference between complete and partial integration?
    A completely integrated contract is the final and full expression of all terms, while a partially integrated contract includes only some of the agreed terms.
  4. What is an integration clause, and how does it affect partial integration?
    An integration clause states the contract is the entire agreement. While it supports complete integration, courts may still consider outside terms if the clause is ambiguous or contradicted by actions.
  5. How does the parol evidence rule apply to partially integrated contracts?
    The rule allows for supplemental external evidence that clarifies or adds to the contract but prohibits evidence that contradicts its written terms.

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