E-mail messages, telephone calls, text messages, and letters are how folks typically communicate about proposed business deals. Back and forth quotes, and possibly the exchange of each party’s “standard” terms and conditions are the norm. The end of this process results (hopefully) in a written contract in which each party’s obligations are clearly spelled out.

Buried somewhere in the “fine print” (or “boilerplate”) is an often overlooked, but critical clause that typically reads something like this:

Entire Agreement.  This Agreement contains the complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings whether written or oral, express or implied.

The legal effect of such an Integration Clause is that, for legal purposes, all prior conversations, emails, proposals, quotes, text messages, letters, or drafts regarding the proposed deal do not exist. The contract is the ONLY expression of the parties’ deal.  The lesson here? Read the contract that you are being asked to sign. If it’s not included in the contract, it’s not part of the deal. Better to know this prior to signing — rather than discovering it only after you have signed.