Integration
copyright 1997 Donald M. Cameron , Aird & Berlis
The Integration clause attempts to say that "this is the deal" between the parties.
Any representations or statements made during the negotiation up to the signing of the Agreement is declared not to form part of the Agreement so that any inconsistencies will result in the particular term of the Agreement governing the situation.
Even if the Agreement contains an Integration clause, the Court may, while interpreting the Agreement, look into the negotiations and circumstances leading up to the Agreement in order to better understand the intent of the parties by the terminology used in the Agreement. See Prism.
Sometimes these clauses are ignored by the Courts and representations made as an inducement to enter a contract have been held by the Court to be binding, express warranties. See Gracin Electric (1970) Ltd. v. Burroughs Business Machines Ltd., unreported, B.C.S.C. per Toy, J. dated April 10, 1980 (See headnote at 3 A.C.W.S. (2d) 456).
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