Partial integration is a written contract that does not contain all the terms of the agreement. The Parol Evidence Rule states that prior agreements cannot contradict the final written agreement, except in certain exceptions. Partial integration can lead to confusion, but can be avoided by ensuring the final agreement is a full complement or by using a merger clause. However, the merger clause is not always foolproof.
Partial integration is a contract law term that describes a written contract that does not contain all the terms of the agreement between the parties that entered into the agreement. Under the Parol Evidence Rule, unless otherwise stated, any written agreement comprises the entire agreement between the parties, and prior words or writings contradicting those terms are inadmissible to establish that the parties intended to include them. However, the document may include additional terms that do not contradict the stated terms included in the final written agreement between the parties.
The Parol Evidence Rule states that any evidence of prior agreements is ineligible to contradict the terms of the final written agreement unless it falls under one of several stated exceptions. These exceptions include assistance in resolving ambiguous terms in the contract, correcting an error or proving fraud or duress in the performance of the contract. For example, if there is a contract to purchase a car that simply includes price terms, evidence of previous promises by the seller to change the oil if the car is sold can be introduced to show that the The oil changed before the car was moved was part of the sales contract. However, evidence of different price conditions cannot be introduced, as this would violate the Parol Evidence Rule. Also, since the prior agreement to include an oil change is considered part of the agreement in this example, the final agreement that included only the price terms is an example of a partial integration.
Partial integration can lead to confusion between the parties, as one may mistakenly believe that the other has previous discussions in mind when signing the final contract. Therefore, it is best to ensure that the final agreement is a full complement through an explicit reference to any document stating all the points that both parties believe should be part of the agreement. Furthermore, by incorporating these points into the agreement, the parties avoid any complications that could be caused by the Parol Evidence Rule.
Another way to avoid the problems of partial integration is a merger clause, which is a paragraph in the contract that explicitly states that the written document is a full and complete integration and that no preliminary discussions should be included in the indicated chord. While this is a common measure taken by parties, it is not always entirely foolproof in preventing partial integration problems as the clause simply creates a presumption that the document is fully integrated, which can be rebutted. In other words, the party who claims that the document is only a partial supplement can still introduce evidence that other non-contradictory terms should be included in the agreement.
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