Also known as: merger clauses · integration clause · entire agreement clause
Written by attorneys · grounded in primary & secondary sources — see below
A contractual provision declaring that the writing contains the entire agreement between the parties and supersedes all prior negotiations or representations. The clause establishes the writing as a complete integration. It triggers the parol evidence rule to bar evidence of prior or contemporaneous terms that would add to or contradict the writing.
Select any source to read its text and confirm it supports the definition.
North Ridge Wireless contracted to buy a rural parcel from Olivia Lane. The purchase agreement contained a merger clause and granted only the hilltop. Lane's agent had texted that he would arrange a permanent access road. At closing Lane delivered a deed conveying only the hilltop. After closing North Ridge cannot enforce the road promise because the merger clause and deed control.
Meredith Maxwell bought a house from Maurice Marshall. The contract contained a merger clause stating it was the complete agreement. Marshall had advertised the house as haunted but the deed and contract were silent on that fact. After closing Maxwell cannot introduce evidence of the advertising to rescind because the merger clause bars prior representations.
Mirage Hotels contracted with Morgan Financial for fuel supply. The writing contained a merger clause and fixed prices. Earlier trade usage allowed price adjustments in declining markets. After signing Mirage cannot introduce evidence of that usage to vary the fixed-price term because the merger clause establishes complete integration.
A merger clause is strong evidence of complete integration but is not always conclusive. Courts treat it as one factor among others when the writing appears complete on its face. The clause strengthens the presumption that the parties intended the writing to be the final and exclusive statement of their agreement.
Supporting sources
A merger clause does not automatically bar a fraud claim. Some courts hold that a specific disclaimer of reliance can defeat justifiable reliance. Other courts refuse to enforce a merger clause when it would shield intentional fraud. The outcome depends on the specificity of the clause and the jurisdiction's approach to the parol evidence rule in fraud cases.
…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…
…deviated from similar express terms in earlier contracts in times of declining market. Id. at 9-10. As here, the contract’s merger clause
…any liability for damages, direct or consequential, caused by the use of the program. (4) The box-top license contains an integration clause
…only, not disputes concerning a plug-in program like SmartDownload. Moreover, Communicator’s license terms included a merger
Supporting sources
A merger clause in the purchase contract bars enforcement of prior negotiations under the parol evidence rule. After closing the separate doctrine of merger into the deed extinguishes contract promises not restated in the deed. Both doctrines limit post-closing claims unless an exception such as fraud or a collateral agreement applies.
Supporting sources
A merger clause does not necessarily exclude evidence of course of performance, course of dealing, or usage of trade. The UCC permits such evidence to explain or supplement a writing even when the writing contains a merger clause. Courts may still admit the evidence unless the clause expressly addresses those sources of meaning.
Supporting sources