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A party accepts an offer-to-lease (OTL) with negotiated specific terms for a commercial lease to startup its business. It included a 4-year rent abatement through a sub-lease back to the landlord. Landlord incorporates terms inconsistently into the Lease in spite of a term of the OTL and disregards other party's legal counsel's feedback. Both sign. Can the other party sue the Landlord for inducement/fraudulent misrepresentation or otherwise for damages through loss of rent abatement?

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  • Wouldn't the "other party's legal counsel" have the responsibility to detect the inconsistency and advise the client NOT to sign until the draft was amended? The whole point of having a written agreement with an "integration clause" is to avoid second-guessing later on.
    – Upnorth
    Aug 10, 2017 at 21:17

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The tenant is almost certainly bound by the document signed

If you sign something the law can (will) presume that you read, understood and agreed to it. During negotiations the parties will take and express many different positions and put forward and receive, verbally and in writing, many offers and counter offers. Consequently, what is legally accepted as definitive of the agreement is the document(s) that were signed or, if nothing was signed, the last document(s) exchanged.

The parole evidence rule prevents a party from even introducing evidence of the negotiations if the signed contract is complete enough to form a whole contract. Extrinsic evidence can only be used where the contract is silent or ambiguous on a matter, where the contract addresses it and is sufficiently clear, it is definitive.

One exception is where the party signed the document believing that it was something else, for example (and I've seen this happen) the parties read through the contract together and agreed that it reflected the agreement, one party copied it and (deliberately or accidentally) substituted different pages in the photocopy, both parties then signed the doctored contract: such a contract would be void for fraud.

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