Contracts often include an "entire agreement" clause (a.k.a. "integration" or "merger" clause) like this:
This contract contains the final and entire agreement and understanding between the Parties and is the complete and exclusive statement of its terms. This contract supersedes all prior agreement and understandings, whether oral or written, in connection therewith.
This sounds like it would limit litigation regarding such an integrated contract to only (a) interpretations of the contract language or (b) factual questions of performance of the contract terms.
However this review claims:
[U.K.?] case law has established four specific limitations to entire agreement clauses:
- Implied terms are not excluded
- Liability for misrepresentation is not excluded
- Mistakes can still be rectified
- “Estoppel by convention” can still be invoked
Is this a complete and correct list of exceptions that apply to integration clauses in U.S. jurisdictions?