Also known as: entire agreement clause · entire agreement clauses · integration clause · merger clause
Written by attorneys · grounded in primary & secondary sources — see below
A contractual provision declaring that the writing constitutes the parties' complete and final agreement. The clause supersedes all prior negotiations and bars enforcement of earlier oral or written promises omitted from the integrated document. In real estate transactions the clause combines with the merger doctrine to limit post-closing claims to the terms appearing in the deed itself.
Summit Wireless signed a purchase agreement containing an entire-agreement clause to acquire a tower site from Harper. Harper had orally promised an easement across an adjacent field, yet neither the contract nor the deed mentioned it. After closing Summit sued to enforce the easement. The clause and the deed's silence prevented enforcement of the prior oral promise.
Nanakuli Paving contracted with Shell Oil under a writing that included an entire-agreement clause fixing quantity. Nanakuli offered evidence of trade usage and course of dealing showing that quantity terms were understood as adjustable projections. The court admitted the evidence because it did not contradict the writing's express terms.
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A buyer contracted to purchase a house from Ackley under an agreement with an entire-agreement clause. Ackley had concealed the house's reputation for poltergeist activity. After closing the buyer sought rescission. The clause did not bar the fraud claim because the seller's nondisclosure fell within a recognized exception.
Yes. The clause signals that the writing is fully integrated, so the parol evidence rule bars prior oral promises that add to or contradict the contract. After closing the contract merges into the deed, limiting the buyer's rights to the deed's terms unless an exception such as fraud or mutual mistake applies.
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Courts admit evidence to prove fraud, mutual mistake, or a truly collateral agreement that does not contradict the writing. The clause does not create an absolute bar to all extrinsic evidence.
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The clause reinforces merger by confirming the contract is complete before closing. Once the buyer accepts the deed, any promises not restated in the deed are discharged unless they qualify as independent collateral undertakings.
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…it ( Danann Realty Corp. v. Harris , 5 NY2d 317, 322; Tahini Invs. v. Bobrowsky , supra). Moreover, a fair reading of the merger clause reveals that it expressly disclaims only representations made with respect to the physical condition of the premises and merely makes general reference to representations concerning "any…