Also known as: fully-integrated agreement · fully integrated agreements · complete integration · integrated contract
Written by attorneys · grounded in primary & secondary sources — see below
A writing that the parties have adopted as a complete and exclusive expression of their agreement.
Faith Fitzgerald and Franklin Foundry exchanged a detailed program brief outlining episode counts and editorial control during early talks. They later signed a short license agreement that described itself as the formalization of the program brief. When Franklin Foundry later demanded different terms, the court treated the brief as part of the parties' final expression because the license adopted its provisions.
Fabian Flynn and his partners signed a partnership agreement that omitted several key profit-sharing terms they had discussed. Flynn later claimed the writing controlled all obligations. The court found the document was not a complete expression of the parties' deal because surrounding circumstances showed they had not adopted it as exclusive.
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Courts examine whether the writing was carefully drafted, whether it addresses questions that would naturally arise from the subject matter, and whether the parties intended it as a complete statement. The presence or absence of an integration clause is relevant but not conclusive.
Yes. Once a writing is found to be fully integrated, the parol evidence rule prevents use of prior or contemporaneous oral or written agreements to contradict or supplement its terms.
Yes. Promises or representations in earlier communications can be incorporated by reference into a later writing that the parties adopt as their complete expression, even if the earlier document was not itself an offer.