Contracts II, Pages 783–785

Sierra Diesel Injection Service, Inc. v. Burroughs Corp.

United States District Court for the District of Nevada, March 17, 1987

Facts:

Plaintiff contacted defendant to buy some new bookkeeping equipment, but defendant recommended that plaintiff buy a computer instead. Plaintiff's president, Cathey, negotiated the agreements, and written contracts were prepared by defendant and delivered to plaintiff. Cathey skimmed the agreements, except he read the parts about what was to be purchased, the price, the parties involved, and the delivery date. He did not understand computer terminology and so relied on defendant's personnel as to what should be purchased. As a result, Cathey did not actually know what he was agreeing to buy.

Each of the agreements had an integration clause, which Cathey did not understand the meaning of.

Issue:

Were the contracts integrated when plaintiff's agent did not understand the meaning of the integration clause?

Rule:

LexisNexis IconWestLaw LogoGoogle Scholar LogoPage 785, Paragraph 2

Integration requires a mutual intent by both of the contracting parties that the written agreement contain all of the agreements of the parties and the further mutual intent that the written agreement is intended to be the sole agreement

Reasoning:

Cathey did not understand the integration clause, so he could not have intended it.

Holding:

The contracts were not integrated.

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