Also known as: integration · total integration · partial integration · integrated contract · complete integration · partial integration doctrine
Written by attorneys · grounded in primary & secondary sources — see below
A written or recorded memorandum of agreement that clearly and unambiguously expresses all the terms agreed to by the parties and is intended by them to be a complete and final expression of their entire contract. If the written record does not fully and finally incorporate all of the agreed terms but sets out some of them completely, clearly, and unambiguously, it is partially integrated.
Island Manufacturing sends a letter outlining price and delivery dates for custom parts to Integrity Partners. The parties later sign a formal purchase agreement that incorporates the letter's price term but adds payment details. When a dispute arises over delivery timing mentioned only in the letter, the court treats the letter as part of the integrated contract because the preliminary communication supplied a promise later accepted in the final writing.
Nanakuli Paving buys asphalt from Shell Oil under a long-term supply contract that sets a base price but is silent on price protection. Evidence shows the parties consistently followed a trade usage requiring price protection against increases. The court admits the usage evidence because the written contract is only partially integrated and the usage supplies a term the parties would naturally have omitted from the writing.
Select any source to read its text and confirm it supports the definition.
Irene Ingalls executes a multi-page will that names an executor on a page inadvertently left out of the stapled set at signing. The remaining pages are physically connected and internally coherent. The court admits only the executed pages to probate because the omitted page was not present and intended as part of the integrated document at execution.
Ivan Ivanov and his sister convey a ranch to Ines Ibarra with a written option to repurchase. An oral understanding limits the option to family members only. The court admits evidence of the oral term because family parties would naturally omit such a collateral restriction from the deed, making the writing only partially integrated on that subject.
Total integration means the writing is a complete and final expression of all agreed terms, barring extrinsic evidence of additional terms. Partial integration means the writing sets out some terms completely but omits others, allowing evidence of consistent additional terms that do not contradict the writing.
Supporting sources
When a contract is totally integrated, the parol evidence rule prevents admission of prior or contemporaneous agreements that would add to or contradict the writing. Evidence is limited to interpreting the integrated terms themselves.
Supporting sources
Extrinsic evidence may be admitted to show that a preliminary communication supplied a promise later incorporated into the final contract or to prove a collateral term that similarly situated parties would naturally omit from the writing.
Supporting sources
…parties’ contractual rights under an agreement, the court’s only inquiry would center around whether the written agreement was a total integration of the parties’ intent. If so, absent evidence of mistake or fraud, the rule barred introduction of any extrinsic evidence that varied or altered the terms. . . . However, since the…