R2d § 210
Completely and Partially Integrated Agreements
(1) A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement. (2) A partially integrated agreement is an integrated agreement other than a completely integrated agreement. (3) Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.
Professor's notes
Elements: (1) a completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms; (2) a partially integrated agreement is one not so adopted; (3) whether an agreement is completely or partially integrated is determined by the court as a preliminary question.
This is the central PER threshold question: complete or partial?
Sierra Diesel v. Burroughs operationalizes: pre-printed merger clause not dispositive where the contract was a form drafted by one party imposed on a less sophisticated counterparty.
Common misunderstanding: students treat the merger clause as a switch. § 210(3) makes integration a court determination: the merger clause is evidence, not the answer. Williston's four-corners view (clause controls) vs. Corbin's any-evidence-of-intent view is the doctrinal split; Corbin has largely won in modern courts.
Text
R2d § 210. Completely and Partially Integrated Agreements.
(1) A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.
(2) A partially integrated agreement is an integrated agreement other than a completely integrated agreement.
(3) Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.