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Complete and Partial Integrations (Contract) - Explained
What Outside Information is Included in a Contract?
Updated at April 19th, 2024
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What is a complete integration and partial integration?
The term integration determines the extent to which all provisions of the contract are included in the written document. It can either be completely integrated or partially integrated.
What is a Complete Integration?
- Example: I enter into a contract to supply you with goods. If the court is called upon to determine the extent of our duties, the court will look to see if the document demonstrates an intent to include all of out terms in the agreement. Including a clause in the contract stating that this is the full and complete understanding of the parties will generally make the document a complete integration. As such, the court will not consider any communications prior to or contemporaneous with the execution of the contract.
What is a Partial Integration?
- Example: In the example above, the court determines if the contract is a complete or partial integration. In the agreement, if we make reference to prior communications or it is apparent that we intended for the agreement to include or incorporate prior communications, it is a partial integration. The court would consider any prior communications that appear to supplement or add to the written contract. The court will not consider communications that contradict the express terms of the contract.
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