1. Professor Paul J. Carrier
Contracts II Class 3
Professor Paul J. Carrier
MYLEGS.org ©2018 Paul J. Carrier

2. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
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3. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
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4. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
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5. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
MYLEGS.org

6. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
TO WHAT DOES IT APPLY - TIMING?
MYLEGS.org

7. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
TO WHAT DOES IT APPLY - TIMING?
Prior or contemporaneous items (listed above)
MYLEGS.org

8. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
TO WHAT DOES IT APPLY - TIMING?
Prior or contemporaneous items (listed above)
NOT if….
MYLEGS.org

9. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
TO WHAT DOES IT APPLY - TIMING?
Prior or contemporaneous items (listed above)
NOT if….
Contradictory
MYLEGS.org

10. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
TO WHAT DOES IT APPLY - TIMING?
Prior or contemporaneous items (listed above)
NOT if….
Contradictory
Subsequent (e.g., an after-formation modification)
MYLEGS.org

11. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
TO WHAT DOES IT APPLY - TIMING?
Prior or contemporaneous items (listed above)
NOT if….
Contradictory
Subsequent (e.g., an after-formation modification)
Pre-conditions to formation
MYLEGS.org

12. Integration – a subset of “Interpretation”
WHAT IS ITS PURPOSE?
Did the parties intend for an agreement to be final? Or may it be supplemented by prior or contemporaneous material?
WHAT KINDS OF THINGS?
Statements, s, discussions, faxes, brochures, samples, etc.
TO WHAT DOES IT APPLY - TIMING?
Prior or contemporaneous items (listed above)
NOT if….
Contradictory
Subsequent (e.g., an after-formation modification)
Pre-conditions to formation
Defenses to formation (duress, fraudulent mispreresentation, etc.)
MYLEGS.org

13. Integration – a subset of “Interpretation”
SPECIAL CONSIDERATIONS…
Is there a merger (aka “integration” or “entire agreement”) clause?
This is strong evidence of integration, but not always dispositive
Courts could rely on “plain meaning” quite readily
Is the matter the natural subject of a collateral agreement?
This is a different way to do the same thing – introduce more as part of a collective agreement
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14. The Rules: The GOAL is the same – determine the intent of the parties
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15. The Rules: The GOAL is the same – determine the intent of the parties
The RULES or TESTS are the same, but perhaps even less clearly delineated and relied upon…
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16. The Rules: The GOAL is the same – determine the intent of the parties
The RULES or TESTS are the same, but perhaps even less clearly delineated and relied upon…
1. plain meaning (esp. if there is a strong merger clause)
MYLEGS.org

17. The Rules: The GOAL is the same – determine the intent of the parties
The RULES or TESTS are the same, but perhaps even less clearly delineated and relied upon…
1. plain meaning (esp. if there is a strong merger clause)
2. four corners (does doc look fully complete? Intent not to supplement?)
MYLEGS.org

18. The Rules: The GOAL is the same – determine the intent of the parties
The RULES or TESTS are the same, but perhaps even less clearly delineated and relied upon…
1. plain meaning (esp. if there is a strong merger clause)
2. four corners (does doc look fully complete? Intent not to supplement?)
3. rules of construction (not a great fit, but there could be some rules applied)
MYLEGS.org

19. The Rules: The GOAL is the same – determine the intent of the parties
The RULES or TESTS are the same, but perhaps even less clearly delineated and relied upon…
1. plain meaning (esp. if there is a strong merger clause)
2. four corners (does doc look fully complete? Intent not to supplement?)
3. rules of construction (not a great fit, but there could be some rules applied)
4. holistic approach – look at everything to decide the integration question, including parties actions
MYLEGS.org

20. The Rules: The GOAL is the same – determine the intent of the parties
The RULES or TESTS are the same, but perhaps even less clearly delineated and relied upon…
1. plain meaning (esp. if there is a strong merger clause)
2. four corners (does doc look fully complete? Intent not to supplement?)
3. rules of construction (not a great fit, but there could be some rules applied)
4. holistic approach – look at everything to decide the integration question, including parties actions
(5. no cases on this one, but esp. if the integration question hinges on which party is telling the truth, a court could let this get to a jury…)
MYLEGS.org