You might be surprised to hear what you should include in your contracts. Here is what to include and why you should include it in the contract.
If you get to the point of creating a written contract, then you and the other party have probably already discussed at length the terms of the agreement. So, which terms should you include?
Most contracts include a “merger” clause. The merger clause might be called “Integration Clause”, or it might be called “This Entire Agreement” or something to that effect. It is a beneficial tool if you know how to use it. But it is a double-edged sword.
In Florida, the parol evidence rule requires that if the parties to a contract express their agreement (1) in a writing and (2) with the intent that it embody the final expression of their bargain, then no other “expression” (written or oral) made before the writing or any oral expressions made at the same time as the contract, are allowed to show the parties’ intent.
A merger clause is used as evidence in court to show the agreement is in writing and that the parties intended that it be the full and final expression of the agreement.
On the one hand, this means that nothing that is said in conversations leading up to the creation of the contract are allowed in court to show the whole story, the entire agreement.
On the other hand, this means that the other party can’t go back on their word and try to convince a court your agreement is something it’s not.
So, next time you enter a contract with a merger clause, make sure everything you discussed is in the written contract.
If you have any questions about your contracts or would like to discuss an upcoming agreement with an experienced business attorney, call Boyer Law Firm today for a free consultation.
