An integrated contract, also known as an integrated agreement, is one that contains the entire agreement among the parties involved. The signed contract prevents parties from making claims that verbal or other written promises were made that supersede the integrated contract. It’s possible to have a partially integrated contract in which the parties agree to leave out some of the terms of their agreement. Courts often deem that a contract is an integrated agreement unless there’s evidence to contradict that default assumption. Signatories to a contract can protect themselves by including language in the contract that states that the contract represents the entire agreement among the parties.
Courts often determine whether an agreement is an integrated contract by interpretation of the parole evidence rule. The courts rely on the contract language to interpret whether the parties intended it to be the final expression of all terms. The parole evidence rule states that prior written and oral agreements are void in the presence of an integrated contract. The terms of the contract also supersede inconsistent terms made by prior writings under the parole evidence rule. The rule is often used to help interpret the contract, but in most cases it’s not used to contradict the contract.
There is no special form for an integrated contract. Many written contracts are integrated contracts, such as business and employment contracts. Parties can often include a clause in the contract to expressly state that there are no other written and oral agreements or that the contract represents all the terms agreed to by the parties and supersedes all prior agreements. Entire agreement clauses are often found at the end of the contract with other miscellaneous provisions. In the absence of express language, the party suing in court often has to provide proof that he or she signed an integrated contract or that other writings constituted parts of the agreement among the parties.
A partially integrated agreement omits some of the terms agreed upon. These contracts are often harder to prove because the courts assume that the agreement is a fully integrated contract. The terms that are included in the written contract are indicative of the final agreement among the parties, as it pertains to those terms. The court has the job of interpreting oral and prior written agreements to determine what the other terms are. It often does so by comparing all the prior written and oral agreements that are proved.
