By Paul Brytus, Esquire
Written contracts are a good idea. A well-crafted, written document can memorialize the terms of the agreement and serve as a good reference to determine what your rights and obligations are. In some cases, a written contract is required. But the lead up to a contract often involves a negotiation process, for example if a car salesman would tell you that the car you are buying comes with certain features, like heated seats to help combat these polar vortexes. These exchanges are often verbal and occur before you sign the contract. Sometimes, people will sign a contract based on what they think the contract contains, on these verbal exchanges during the negotiation process (I’ve even done this before). Herein lies a problem.
Many contracts contain what is known as an integration clause or a merger clause. These are often titled as “Entire Agreement,” “Merger,” “Integration,” or something similar. Sometimes they are not labeled at all, but the substance of the clause is simply written in with other provisions of the agreement. These clauses essentially state “the terms contained herein constitute the entire agreement and no other representations or promises have been made or relied upon” or substantially similar legalese.
So what does this mean to you? It appears to be some kind of boilerplate language (a term that you heard about somewhere) and you assume that it only applies to some abstract context that won’t affect you. WRONG! Remember those heated seats the salesman promised you? Your contract for the car contains an integration clause and there is no mention of heated seats in the written contract. The integration clause will prohibit any evidence (even if it’s written) occurring prior to the written contract. (That is generally speaking; of course there are exceptions, like any other area of law). If you sue to get your heated seats, the court will look at the contract and say “there’s no mention of heated seats.” You will not be getting it no matter how many times you say “but he promised me heated seats.” (You actually would probably be precluded from even saying this if the right objection is made).
But what if the entire reason that you bought this car in the first place was for the heated seats? You only signed the contract because of what the salesman told you, namely, that there would be heated seats? You are SOL (in most cases when I refer to SOL, it means statute of limitations, but here I’m using it in the traditional sense; that you have the same old luck – read “none”). So the bottom line is, if something is important to you, if it’s something that you absolutely need, make sure it is written into your contract.
If you have any questions at all, feel free to contact me at:
412.434.4911 Extension 12, or