Integration clause

Effect

A contract that has such a clause may be deemed an integrated contract, and any previous negotiations in which the parties to the contract had considered different terms will be deemed superseded by the final writing. Many modern cases, however, have found merger clauses to only a rebuttable presumption that the contract is integrated.

In the United States, the existence of such a term is normally not conclusive proof that no varied or additional conditions exist with respect to the performance of the contract beyond those that are in the writing, but instead is simply evidence of that fact.

In Personnel Hygiene Services Ltd v Mitchell, an England and Wales Court of Appeal case where there were two distinct contractual relationships between the parties, a service agreement superseded by a compromise agreement, and a separate share purchase agreement, the court held that the entire agreement provisions in the compromise agreement annulled the service agreement but the share purchase agreement remained intact.