What’s an Integration Clause in CA?
Any lawyer can attest that they’ve dealt with a wide array of disputes that involve written contracts. These disputes may involve a disagreement over terms negotiated outside of the contract. However, the parties either don’t read the written agreement closely or fail to make sure all spoken terms are represented in the contract they sign.
In certain cases, when the contract is being fulfilled, a disagreement may emerge between the parties if one side claims that the other party failed to fulfill a condition or term that they had verbally committed to fulfilling. If the parties are unable to resolve the issue on their own, it may result in litigation and a lawyer’s analysis of whether argued oral terms were intentionally or mistakenly omitted from the contract and I these terms are enforceable.
This is where an Integration Clause comes in. You will find a short paragraph called “Entire Agreement” or “Integration Clause” will be included in many written contracts. Despite its brief length, this paragraph has major repercussions for both contracting parties, particularly if one is seeking to enforce a condition that was orally agreed to but not included in the final contract. An example of a typical integration clause:
All understandings between the parties are incorporated in this Agreement. Its terms are intended by the parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and supersede and replace all prior or contemporaneous discussions, negotiations, letters, memoranda, or other communications, oral or written, with respect to the subject matter hereof and may not be contradicted by evidence of any prior agreement (either written or oral).
In California, courts are very serious about enforcing integration clauses. Exceptions to integration clauses are uncommon. Although there may be some circumstances that allow a party to enforce an oral provision that was not included in the signed agreement, the party trying to enforce such a condition will face a lot of pushback. Parties should seek legal advice immediately to see if there are any exceptions to their situation. As a result, before signing a written contract containing a financial commitment or a legal duty, a party should carefully read the contract and even seek legal advice to evaluate the contract and verify it contains all important protections.
