Also known as: merger clause · integration clause · entire agreement clause
Written by attorneys · grounded in primary & secondary sources — see below
A contractual provision stating that the writing constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings. The clause manifests the parties' intent that earlier communications merge into the final document. In real estate transactions the clause combines with the merger of contract into deed to limit post-closing enforcement of omitted promises.
Mirage Hotels signed a purchase contract containing a merger clause for a beachfront parcel from Monica Morgan. The contract omitted an oral promise of a permanent access easement across Morgan's adjacent lot. After closing and acceptance of a deed that described only the parcel boundaries, Mirage sued to enforce the easement. The court held the merger clause and deed controlled, discharging the prior oral promise.
Nanakuli Paving contracted with Shell Oil under a lengthy supply agreement that included an integration clause declaring the writing complete. Earlier course-of-dealing evidence showed quantity terms were treated as adjustable projections. Nanakuli attempted to introduce that evidence to vary the fixed quantity. The clause barred the extrinsic proof because the writing manifested finality on the subject.
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Stambovsky contracted to buy a house from Ackley under an agreement with a merger clause. Ackley had orally represented the property was free of defects. The deed delivered at closing contained no such warranty. After closing Stambovsky discovered undisclosed conditions and sued on the oral statements. The clause and deed merger prevented enforcement of the prior representations.
No. Courts recognize an exception allowing parol evidence of fraud even when the contract contains a merger clause. The clause prevents enforcement of prior inconsistent terms but does not shield a party who induced the contract through misrepresentation.
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The clause first renders the contract fully integrated. At closing the contract then merges into the deed, so the buyer's rights are measured by the deed alone unless an exception such as fraud or a collateral agreement applies.
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It depends on the jurisdiction and the clause's wording. Some courts treat a clear integration clause as conclusive and exclude such evidence, while others admit usage evidence if it can be construed as consistent with the writing.
The buyer must establish an exception such as fraud, mutual mistake, or a truly collateral agreement that the parties did not intend to merge. Absent such proof the merger clause and deed bar enforcement.
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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…