Legal Definitions - Partial integration

A written contract or agreement is considered a partial integration when it captures some, but not all, of the terms and understandings that the parties intended to include. In essence, it means the written document is not the complete and final expression of their entire agreement on a particular matter.

Because a partially integrated document is incomplete, a court might allow other evidence, such as earlier discussions, emails, or separate verbal agreements (often referred to as "parol evidence"), to clarify ambiguities or add to the terms found in the written document. This is done to fully understand the parties' true intentions, provided the additional evidence does not contradict the written terms.

• Example 1: Software Development Contract

  Imagine a small business hires a software developer. The written contract clearly outlines the software's features, the payment schedule, and intellectual property rights. However, during initial negotiations, they verbally agreed that the developer would provide three months of post-launch technical support at no extra cost, a crucial detail that was never written into the final contract.

  This written contract is a partial integration because while it covers many key aspects of the software development, it omits the significant, verbally agreed-upon technical support. If a dispute arises over support, a court might allow evidence of that verbal agreement to complete the understanding of the parties' full intent.

• Example 2: Residential Lease Agreement

  A tenant signs a lease agreement for an apartment. The written lease explicitly states, "No pets allowed." However, before signing, the landlord and tenant had a conversation where the landlord verbally agreed to allow the tenant's small, well-behaved cat, provided the tenant paid an additional pet deposit, which was also not written into the lease.

  The written lease is a partial integration because, while it addresses pets, it doesn't fully reflect the specific, modified agreement reached between the parties regarding the tenant's cat and the associated deposit. If the landlord later tries to evict the tenant for having a cat, evidence of their verbal agreement might be admissible to clarify the true terms of their understanding.

• Example 3: Custom Machinery Purchase

  A manufacturing company orders specialized machinery from a supplier. The written purchase order specifies the model, quantity, and price. However, the parties had a detailed email exchange and phone calls where they agreed on a staggered delivery schedule over three months to accommodate the buyer's warehouse space, and that the supplier would provide on-site installation services. None of these specific delivery or installation terms made it into the final, brief purchase order.

  The purchase order is a partial integration because it covers the core transaction (what's being bought and for how much) but fails to include the full, agreed-upon details regarding delivery logistics and essential installation services. These omitted terms are crucial to the overall agreement and would likely need to be proven through other evidence if a dispute over delivery or installation arises.