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Understanding Contract Law: What is an Integration Clause?


Contracts are at the foundation of modern business. Many companies rely on their commercial agreements. A well-drafted contract can be the difference between a successful, continued business relationship and a nasty dispute.

Companies get into disputes over commercial agreements for a wide range of different reasons. In many cases, there is confusion over what exactly each party is supposed to do to perform the terms the contract. In some cases, the parties may not even agree on what is in the final contract.

The purpose of an integration clause is to ensure that parties know when an agreement is truly finalized. Generally found at the end of a contract, the integration clause will proclaim that this  version of the contract is the complete and final agreement.

An Integration Clause Supersedes Previous Terms  

One of the many things that can make commercial negotiations complicated is that there can be many different versions of an agreement floating around. On draft copies of contracts, terms get changed and things get moved around. There may even be oral promises or agreements made via email. An integration clause should provide some clarity as to what exactly is ‘in’ the contract. It helps make sure that all parties are on the same page. When properly drafted, this clause has a significant legal effect: it will supersede any previous negotiations or draft version of the contract.

Contract Disputes are Complicated: Integration Clauses are Rebuttable 

Integration clauses are powerful and important contract terms. However, it would be a mistake to view an integration clause as conclusive proof that the version of the contract in question is always the final agreement. When dealing with contract disputes, modern courts tend to take a comprehensive view of the case.

This means that an integration clause will be viewed as a key form of evidence. If this clause is in a contract, it will be presumed that the terms in the agreement supersede all prior negotiations and other terms outside of that agreement.

That being said, this is a rebuttable presumption. It is not conclusive evidence. If additional evidence can be provided that proves that there are additional considerations that must be taken into account, an integration clause may be overridden.

The Importance of Contract Review  

If your company is finalizing an important commercial agreement, it is strongly recommended that you get the contract reviewed by an experienced attorney. Your lawyer will be able to ensure that the agreement is properly drafted, that it reflects your intentions, and that it protect the legal rights and financial interests of your company. Contracts require an in depth review.

Get Help From a Florida Contract Lawyer Today

At Pike & Lustig, LLP, our West Palm Beach business lawyers have extensive experience handling the full range of contract law cases. From drafting to litigation, we are here to protect your rights. To find out more about what our legal team can do for you, please contact us today. With have offices in West Palm Beach, Wellington and Miami, we serve individuals and companies throughout South Florida.

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