INTRODUCTION
Most of the time it is seen in that conflict arises between the parties even after the Agreement also. In any of the Agreements or contracts it is not acceptable that any evidence contradicts any of the terms of the Agreement. It is seen in many contracts often a time that contractual disputes arise between the parties even after the Agreement is drafted between the parties like “after one party claims that the contract doesn’t reflect their initial Agreement or If one party just simply fails to perform under the terms of the contract”, to avoid these cases to arise. There is a need to include such a clause that makes the contract strong and presentable in a court of law that is integration clause. It supersedes any prior Agreement understanding or negotiations whether written or oral. It means if you have a certain arrangement or understanding between the parties, as soon as you sign the Agreement by adding this clause, all other Agreements shall not be considered valid in terms of this Agreement. Whatever comes in the Agreement will be valid and acceptable in the court. The fundamental purpose of a contract is evaluation the result of the parties’ common resolution in the long run of contracting. Eventually, an Agreement is a written contract in, which the parties regulate exclusively and probably we can say that the term ‘contract’ is to be interpreted in the standard and preferred impression. It shall not be opposed by any witness of the main Agreement. This will also close the door to all the facts discussed orally between the Parties.
WHAT IS THE INTEGRATION CLAUSE?
The “Parties” determines whether a merger of an integration clause is enforceable. Merger or integration clauses are acceptable to be implemented during the time it is customized to be a set agreement under consideration.
This Agreement incorporates the exclusive Agreement amongst parties and shall be considered to replace and revoke other Agreements as such held to parties related to the Agreement.
This Agreement is implemented and furnished with the understanding that the complete Agreement amongst the parties regarding the subject matter supersede and revoke all negotiation, comment, and writing in respect thereof, that there are no prior representation warranties and Agreements related to it.
DRAFTING OF AN “INTEGRATION CLAUSE”
The Agreement and the attached disclosure contain the whole Agreement and represent the understanding of the parties. In this Agreement, none of the previous and simultaneous negotiations or preliminary outlined shall be used by parties to control or hold on to the strength of this Agreement. All prior Agreements, and understanding of the parties and revoked. This agreement may be an instrument executed by the purchaser or seller.
WHAT IS THE PURPOSE OF AN ‘INTEGRATION CLAUSE’?
Any Agreement which includes the integration clause then the parties shall not be changed or modified any of the terms, clauses whether fully or any of the part except if the document is duly signed by Execution or any authorized officer or any director of the company.
This Agreement also supersedes and replaces if in case of any oral Agreement done between the parties. In short, clauses written in the Agreement shall be considered to be valid and lawful. Thus an integration clause prevents a party to a contract from a claim of breach of Agreement or contract.
An integration clause is also known as a merger clause or an entire Agreement clause. it states the term of the contract are a complete and final agreement between the parties. Generally, an integration clause can be seen in the plea Agreement, in Criminal law[1].
Integration is an important clause, a fact that litigation over a contract may become exceedingly costly. As we all know that parties spend thousands of rupees just to try to prove a decision or Agreement that was made orally, with an integration clause, both parties have written that they contend the contract is in the final and complete version, and in most cases, any other oral statements are incontestable. To avoid a costly burden and most importantly time-consuming procedure, an integration clause should always be included in a legal contract.
In one of the” Case-Kay Enterprises, Inc. v. Snapper Creek Trading Center, Inc., 453 So. 2d 1147 (1984)[2] “The court held that an integration clause is not always bulletproof, therefore, there may be some instances where one party knowingly tries to deceive the other with certain terms of the contract.
EXCEPTION OF THE CLAUSE
When one party wants to deceive or to do fraud with the other parties, that one party “slipped something in” to the final drafting of the contract so in these types of cases there is no impact by an integration clause. Once the contract is signed by the parties then it does not have any effect on the contract or statement occurring after the contract.
Although the contract is not understandable and too short expressed or we can say it is poorly drafted, In this situation, many consumer courts can be hesitant to dismiss a claim of improper stimulation to a contract based on a “technical” arising from a disclaimer in a contract.
The integration clause should also cover the identity by name of various other persons or entities so it is suggested that each business contract can be cured and should be taken to limit exposure by ensuring that an integration clause is broad enough to prevent claims based on a pre-contractual statement or conduct. So, Drafting should correct and include an integration clause among other things.
CASE LAW: RIVERISLAND COLD STORAGE, INC., vs FRESNO MADERA PRODUCTION CREDIT ASSOCIATION (2013)[3]
In this case, the court has overlooked the contact of fraudulence on the strength of an agreement as a more useful concern. If documentation of those fraudulent promises were never permissible simply because they were at the contract with a subsequent written agreement. Oral promises built without the promisors’ intention that they will be performed could be an implied signification of misleading. It was observed, the pleader’s dispute that the evidence declared in breach of the parol evidence rule is, of course, unjustified, even if a written instrument leading up may initial understandings and negotiations, fraud is shown to overpower the come out of an agreement.
The appellate court declared that the pleader had not read the Agreement before signing the Document. The trial noted that there is inconsistency with the basics of the term “contract” and is unvalidated and fraudulent. Thus it was void from the beginning and considered as poral evidence rule.
CONCLUSION
The contract represents the whole agreement amongst the parties and supersede extinguishes all previous drafting agreement statement conduct arrangement and understanding between them, whether written or oral related to this subject matter. The contracting parties are not relying on any statement of Agreement understanding writing or conduct of the Contracting Parties their confidential, their agent, or Third-party Beneficiaries from before the execution of the contract. No claim for misrepresentation can arise from statements, information, provided written agreement, or conduct before the signing of the contract. “On the other hand, care should also be taken to ensure the contracting party shall not harm by an integration clause before signing the contract the parties should give substantial thought to entering into the contract.
Author(s) Name: Aashka somani
References:
[1]‘Integration clause’ (Cornell Law School ) <https://www.law.cornell.edu/wex/integration_clause> accessed on 08 January 2023
[2] Case-Kay Enterprises Inc. v Snapper Creek Trading Center Inc. (1984) 453 So. 2d 1147
[3] Riverisland Cold Storage, Inc. v Fresno-Madera Production Credit Association (2013)291 P. 3d 316
