The First Circuit of the United States found that simple commitments to provide interoperable software up to a certain date were not binding when the parties did not enter the date in an agreement containing an integration clause. In summary, the parties should ensure that they are informed in advance of what was included prior to its execution and that it has been excluded from the contract. As we have seen, it is often necessary to include additional clauses in the contract in order to exclude unspoken clauses or pre-contract assurances or to include certain pre-contract agreements. Otherwise, a simple misunderstanding could lead to costly litigation. If the purpose of a full contractual clause is to exclude unspoken clauses, it is necessary to ensure that the wording of the entire contractual clause is sufficiently precise for that intention to be clarified. In the case of Exxonmobil, it was the explicit reference to “use” that allowed one of the parties to invoke the entire contractual clause to prevent the use of terms. The Tribunal found that the absence of an integration clause was decisive in its finding that these earlier statements had not been replaced by subsequent employment articles. On the other hand, the correct use of an integration clause can effectively nullify the terms of a previous agreement. In the case of Mears Ltd.
v. Shoreline Housing Partnership Ltd.22, Mears entered into a contract for the repair and maintenance of several thousand properties operated by Shoreline. It wasn`t until six months after Mears started working for Shoreline that the repair and maintenance contact was completed. For the six-month period prior to the signing of the final contract, Mears was paid on a compound basis. However, the final contract had a clause stipulating that a rate schedule (different from compound rates) would operate retroactively for the aforementioned six-month period. Towards the end of the six-month period, Shoreline Mears held approximately US$300,000, claiming that Shoreline had to pay Mears on the basis of the scale and not compound rates and had paid Mears for a period of six months. While Shoreline defended the contractual clause in the final contract, Mears estoppel claimed by convention. The Court held that the entire agreement clause did not exclude the Estoppel doctrine from the convention, either by its explicit wording or interpretation. Given that the parties shared a fact adopted and had the same act for the six-month period prior to the conclusion of the contract, it was wrong to allow Shoreline to apply the terms of the final contract and circumvent its pre-contract obligations. Recent case law shows that a full contractual clause will not prevent a party from relying on estoppel to enforce a pre-contract agreement. 2 Such a clause is intended to ensure that only the provisions of the written contract constitute the agreement between the parties. The merger clause is intended to ensure legal certainty in the performance of the contract, as it prevents one of the parties from returning after the signing of the contract and states that the written agreement is not complete.
The whole agreement clause indicates that the agreement records all the rights and obligations of the parties in toto. If other conditions have been agreed between the parties prior to the conclusion of this contract, the parties are free to mention them in this agreement.19 Therefore, the entire clause of the contract generally replaces all previous agreements that were not expressly included in that agreement. In the case of Neelkanth Mansions and Infrastructucts Private Limited and Ors. v. Urban Infrastructure Ventures Capital Limited and Ors.20 did not allow Bombay High Court to provide oral evidence and to find that the entire purpose agreed between the parties was only included in the shareholders` agreement, since the shareholder contract does not relate to any conditions of the endorsement agreement.