Protect Your Company with Merger or Integration Clauses
Many people know a verbal agreement and handshake aren’t the same as having a well-written business contract. Having a written contract that clearly states and integrates all previous negotiations, representations, warranties and agreements will ensure that the deal is crystal clear.
One of the benefits of a properly drafted contract containing a merger or integration clause is that it eliminates the ability of one party to later claim that they were orally promised something that never made its way into the final contract, and that they were duped into signing the contract based upon this alleged oral statement.
Florida law prohibits the introduction of prior outside agreements, negotiations or representations to contradict or change the written terms of an agreement or to invalidate it altogether when a contract is properly and completely integrated. Without a proper integration clause, a party to a contract can use prior representations, negotiations or agreements to help interpret ambiguous contract terms, modify the actual written terms, or to argue that they were fraudulently induced into signing the contract in the first place.
Having a merger or integration clause is especially important when you’re a small business owner who employs salespeople. Why? If you don’t have this clause, you could spend thousands of dollars arguing in court whether your salespeople’s oral representations modified your written contract.
At Wyman Legal Solutions, we know how to draft contracts that include merger or integration clauses for small business clients that will best protect your legal rights and cash flow. If you want a Florida business lawyer to review your business contracts for a complete integration clause or for any other important terms, provisions or clauses, reach out to us today.