integration clause

An integration clause—sometimes called a merger clause or an entire agreement clause—is a legal provision in Contract Law that states that the terms of a contract are the complete and final agreement between the parties. As such, any previous agreements that may conflict with the final terms covered by the integration clause–whether written or verbal–cannot be entered as evidence if there is a contract dispute. This is due to the parol evidence rule, which allows parties to admit evidence outside of the contract itself only if any terms in the final contract are ambiguous. For example, prior evidence that a contract might exist between two parties based on objective expressed intent, such as in the 1907 case of Embry v. Hargadine, would be irrelevant if the same parties subsequently entered into a contract that contained an integration clause. Some refer to the effect of an integration clause as one that ensures that all the relevant terms of a contract are exclusively contained ‘within the four corners of the document.’

A party looking to include an integration clause in a contract should make sure that the clause uses language that is used and accepted by courts.

In criminal law, integration clauses can be seen in plea agreements. For example, in the 6th Circuit case of United States v. Hunt, the defendant and the government made a plea agreement with an integration clause under Rule 11 of the Federal Rules of Criminal Procedure. Under this rule, a defendant cannot later state that there were additional side agreements, as the plea agreement becomes final. The exception to this is if both parties acknowledge an additional agreement, as was the case in another 6th Circuit case, Peavy v. United States.

[Last updated in June of 2023 by the Wex Definitions Team]