Subsequently, C&M Hardware8 asserted that the buyer of a real value (C&M) franchise claimed that the C&M franchisee (True Value) had provided false information regarding the sale. The corresponding contract, the Retail Member Agreement, contained a number of provisions that were to dispel previous commitments and serve as an integration clause. The Court focused its analysis on the following provisions: this article will briefly consolidate a number of cases in Wisconsin concerning the question of whether an integration clause prevented the parties to that agreement from asserting rights to misdemeanours after the conclusion of the agreement. Following this summary, the article will contain some recommendations regarding integration clauses in light of the guidelines provided in these cases.1 “This contract contains the entire agreement of the parties regarding the subject matter of the contract. The Contract supersedes all prior written or oral agreements, understandings or negotiations. This contract may only be modified by a written document formally executed by all parties. For too many lawyers, these standard clauses are unworthy of the incarnation of Boilerplate and a second thought. The fact is that they are not only neglected, but often misunderstood, and that is regrettable, because they can be among the most important provisions of the whole Treaty. A misunderstanding of merger clauses can expose our clients to unnecessary and sometimes dizzying risks. It`s time to demystify them.
The District Court found that the two agreements did not concern the same subject matter and that, consequently, the integration clause of the 2007 transaction did not erase the 2006 agreement. The Federal Circuit has confirmed. Although the two agreements contained the patent invoked, the agreements concerned different protections due to differences between the types of rights granted, the scope of the market, the number of patents and the types of products contained in each agreement. While many in-house lawyers would like to think that such a clause offers bulletproof security, that everything the contract says is controlled, this is not always the case. Even the most thoughtful and comprehensive integration clause cannot stop an angry former business partner from claiming that he or she was fraudulently induced to enter into a contract. If such a claim for fraud can be established, that party may then act directly on the basis of the rule of parol evidence and attempt to provide evidence of alleged agreements ad supplemental to or contrary to those of the written contract concluded between the parties. .