Integration

Question 1

Define: Completely Integrated Documents

Answer 1

An integrated agreement adopted by the parties as a full and exclusive statement of the terms of the agreements

Question 2

What is the legal consequence of:

1) Completely integrated documents
2) Partially Integrated Document

Answer 2

1) Complete Integration: Nothing else get into the agreement because the parties have agreed that the terms are final.
2) Partial Integration: Additional terms are admissible because its not final.

Question 3

Define: Partially Integrated Agreement

Answer 3

An agreement in which some, but not all, of the terms are integrated;
Any agreement other than a completely integrated agreement.

Question 4

Gianni v. Russell

When does an oral additional term become part of the written document?

Answer 4

This can be answered by comparing the oral term and the written document and determining whether the parties would naturally and normally include the one in the other if it were made.
If they relate to the same subject matter, and are so interrelated that both would be executed at the same time and in the same contract, the scope of the subsidiary agreement must be taken to be covered by the writing. this must be decided by the court.

Question 5

Define: Merger Clause

Answer 5

States that everything that the contract states is the entire agreement. So all other agreements and negotiations are void and this contract is the final, adopted version.

Question 6

Are merger clauses binding?

Answer 6

Generally yes.

Question 7

Define: Collateral Agreements

Answer 7

A separate agreement made in regards to the same subject.
For evidence of a contemporaneous oral agreement to be admissible: 1) The agreement must be in form a collateral agreement; 2) It must not contradict express or implied provisions of the written contract; 3) It must be one that parties would not ordinarily be expected to embody in the writing.

Question 8

Define: No oral modification clause

Answer 8

Any changes to the contract must be made in writing; there is no oral modification, pre or post, that will be allowed.

Question 9

What are the exceptions to the Parol Evidence Rule and Interpretation?

Answer 9

1) Formation Defects
2) Mistake
3) Fraud
4) Accident
5) Pre-contractual defenses

Question 10

Bollinger v. Central Pennsylvania

When can a mistake be an exception to the Parol Evidence Rule?

Answer 10

When the mistake is mutual and the court can see the intent of the parties intended something different then the court will rewrite the contract