In any contractual dispute, a court’s primary concern is to enforce the intentions and expectations of the parties to the agreement. When the agreement has been reduced to a complete and final integrated writing, courts will presume that that writing is the best evidence of what the parties intended.1 Merger clauses function to strengthen this presumption by explicitly stating that the written document is the complete and final expression of the parties’ agreement.2
Regardless of whether a merger clause is present, however, New York courts generally will strictly apply the parol evidence rule and prevent the introduction of oral or extrinsic evidence to contradict, modify or vary the terms of an integrated writing.3 Where a merger clause is absent, the party seeking to admit parol evidence still must demonstrate that there is ambiguity in the contract at issue.4 Likewise, even where a contract contains a merger clause, parol evidence will be admissible to clarify an ambiguous term.5
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