Elway and Buscher notified Nelson that they would be unable to enter into the Service Agreement despite their past assurances to Nelson that they would honor it. Nelson demanded that Elway and Buscher honor the Service Agreement and when they refused brought action against them for breach of contract. Integration clauses allow contracting parties to limit disputes to issues expressly provided for in contract. Terms of contract intended to represent final integration are enforceable and extrinsic evidence is inadmissible. Even if extrinsic evidence is admissible, it cannot be used to show contrary intent.
Merger clauses preclude consideration of extrinsic evidence to ascertain intent.
No extrinsic evidence will be looked at to determine intent of merger clauses. The contract will be interpreted within the 4-corners of the document with a literal reading of the language therein. When parties disagree as to whether a document expresses the complete agreement of the parties and a court finds that the evidence is conflicting or shows more than one inference of the agreement, the resolution of the parties dispute requires a factual determination to look at extrinsic evidence to determine the parties true intent. This appeared to absolve the exclusitivity disclaimer showing that the parties intended that the final ultimate agreement would include other contracts in addition to the buy-sell agreement.