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

Integration – a subset of “Interpretation” WHAT IS ITS PURPOSE? MYLEGS.org

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? MYLEGS.org

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? MYLEGS.org

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, emails, discussions, faxes, brochures, samples, etc. MYLEGS.org

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, emails, discussions, faxes, brochures, samples, etc. TO WHAT DOES IT APPLY - TIMING? MYLEGS.org

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, emails, discussions, faxes, brochures, samples, etc. TO WHAT DOES IT APPLY - TIMING? Prior or contemporaneous items (listed above) MYLEGS.org

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, emails, discussions, faxes, brochures, samples, etc. TO WHAT DOES IT APPLY - TIMING? Prior or contemporaneous items (listed above) NOT if…. MYLEGS.org

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, emails, discussions, faxes, brochures, samples, etc. TO WHAT DOES IT APPLY - TIMING? Prior or contemporaneous items (listed above) NOT if…. Contradictory MYLEGS.org

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, emails, 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

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, emails, 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

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, emails, 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

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 MYLEGS.org

The Rules: The GOAL is the same – determine the intent of the parties MYLEGS.org

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… MYLEGS.org

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

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

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

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

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