MERGER CLAUSE

FINAL & COMPLETETOTAL/COMPLETE

FINAL BUTPARTIAL/INCOMPLETE

Or, Says it’s final and complete, but need to interpret ambiguity so it’s not really final and complete

COMMON LAW PAROL EVIDENCE

IS IT IN WRITING?

Parol Evidence

BARRED

NO

YES

IS THE WRITING INTENDED TO BE THE FINAL AND COMPLETE EXPRESSION OF AGREEMENT?

YES

PARTIAL OR TOTAL INTEGRATION?(missing terms)

The extrinsic evidence is admissible at trial. It will be used if it is a Consistent additional term. It must not contradict or vary the writing’s: (1)Expressed Terms (actual terms); (2) Implied-in-LawTerms (best efforts/good faith i.e exclusive dealing/best efforts)(3)Implied-in-Fact Terms (Pretty compelling i.e best effort to chop wood for 3 hours).

Go Die for thinking about Parol Evidence

May be used to show Condition precedent to K, Fraud, Duress, Mistake, and Collateral Agreement.

UCC 2-202

Confirmatory Memoranda agree or the writing intended as a final expression of

Prior agreement or contemporaneous oral agreement?

Total Integration: unless negated COP> COD> UOT always admissible to show the meaning to specific