Define: Integrated Contract

An integrated contract is a comprehensive written agreement that encompasses all the terms of a deal, rendering any prior agreements or discussions null and void. It serves as a complete puzzle, assembling all the pieces to form a coherent picture. There are two types of integration: complete and partial. Complete integration entails including everything in the written agreement, whereas partial integration allows for certain aspects to be clarified with supplementary evidence. Integrated contracts find application in diverse fields, including contracts, wills, and antitrust laws.

An integrated contract is a final expression of one or more terms of an agreement, fully capturing the intent of the parties and superseding any previous agreements. It prevents either party from contradicting or adding to the contractual terms later on. For instance, if two companies sign an integrated contract for the sale of goods, all the terms of the agreement will be included in the contract, and neither party can claim that there were additional terms not mentioned. There are two types of integration: complete integration, where the contract fully expresses the parties’ intent and excludes any evidence outside the contract, and partial integration, where the contract does not fully express the parties’ intent and allows for the use of evidence outside the contract to clarify ambiguous terms. Another example of integration is seen in wills and estates, where a testator combines multiple writings into a single document to create their last will and testament. The additional writing must be present during execution and intended to be included in the will. Integration can also refer to the inclusion of different races into existing institutions, like public schools, to reverse the effects of racial discrimination, known as desegregation. In the business context, integration can refer to a firm acquiring ownership of facilities that produce raw materials or parts for its products, known as backward integration. It can also refer to a firm performing a function it could have obtained from the open market, such as entering a new market independently, acquiring a firm in a secondary market, or entering into a contract with a firm in a secondary market, known as vertical integration. Lastly, in securities law, integration refers to considering all security offerings over a specific period as a single offering to determine exemption from registration. The Securities and Exchange Commission and the courts use five criteria to determine if multiple transactions are part of the same offering of securities.

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This glossary post was last updated: 16th April 2024.