A software developer entered into a written agreement with a tech company to develop a custom application for the company's internal use. The written contract stated, 'This agreement constitutes the entire understanding between the parties regarding the project and supersedes all prior agreements, written or oral.' After a dispute arose over the features of the application, the tech company claimed the developer had orally agreed before the contract was signed to include a specific messaging feature, which the written agreement does not mention. The developer refuted this claim, pointing to the integration clause in the contract. Which of the following is the strongest argument for excluding the tech company's oral evidence about the messaging feature?
The oral agreement about the messaging feature would not significantly alter the written terms of the contract.
The dispute involves a technical feature, making it unlikely that oral agreements would hold legal significance in a written contract for software development.
The tech company failed to include the messaging feature in the written contract, demonstrating negligence in contract drafting.
The written contract contains an explicit integration clause indicating it is the complete agreement, barring the admission of prior oral agreements.
The parol evidence rule prevents the admission of prior or contemporaneous oral agreements to supplement or contradict the terms of a fully integrated written agreement. In this case, the written contract contains an explicit integration clause, which indicates that it is a complete and final statement of the parties' agreement. Therefore, any evidence of earlier oral agreements, such as the alleged discussion about the messaging feature, is generally not admissible. The presence of the integration clause strengthens this position because it explicitly signals the parties’ intent that the written contract is the exclusive statement of their agreement.
Other answer choices may seem plausible, but they do not align with the core operation of the parol evidence rule. For instance, arguments about fairness or additional terms being implied are outside the scope of what the rule evaluates when an integration clause exists in the contract.
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Multistate Bar Examination
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