Also known as: partially integrated agreements · partial integration
Written by attorneys · grounded in primary & secondary sources — see below
An integrated agreement other than a completely integrated agreement. The writing serves as a final expression of the terms it addresses but leaves room for consistent additional terms not covered in the document.
Precision Tools hired Parker Phillips under a signed writing that set article rates, deadlines, and editorial standards but omitted any mention of travel costs. Phillips later sought to prove an earlier oral promise that the company would cover reasonable investigation expenses. The court treated the writing as a partially integrated agreement and allowed the evidence of the consistent oral term.
Progressive Healthcare ordered a storage structure from Phoenix Technologies under a writing that described only the overall dimensions and door style. After delivery, the buyer attempted to prove an earlier oral understanding that the walls would be six feet high with double swing doors at both ends. The court characterized the writing as a partially integrated agreement and admitted the evidence of the consistent additional term.
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The court makes this determination as a preliminary question before interpreting the contract or applying the parol evidence rule. It examines the writing's completeness and specificity along with any merger clause or surrounding circumstances to assess whether the parties intended the document as a final expression of only the terms it contains.
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Consistent additional terms may be proved by extrinsic evidence. Terms that contradict the writing remain inadmissible.
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No. A merger clause is strong evidence of complete integration but is not conclusive when negotiations show the parties reached a separate understanding on a matter the writing leaves unaddressed.
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