Just imagine, you are a medical professional and you have been in contact with a potential employer for quite some time now; you have built a great relationship with the employer, and you are ready to accept the offer and sign the employment agreement. Prior to signing, you negotiate with the employer regarding essential terms in your agreement (e.g., hours, compensation, bonus, etc.). The employer tells you that all your requests will be fulfilled. You sign the agreement without reviewing it because you and the employer have a great relationship after all.
A few months into your employment, you realize you are working more hours than you anticipated, you are being paid less than you anticipated, and your bonus is not what you thought it would be. You look at your employment agreement and all the terms you requested are not included; furthermore, towards the end of your agreement you see a section that is titled “merger/integration clause.”
A merger or integration clause is one that declares that the written agreement is the complete and final agreement between the parties. Merger clauses negate any other related arrangements made verbally or by inference based on relationship; simply put, if the essential terms are not in writing and in the agreement, they will NOT be considered. Merger clauses incentivize parties to a contract to put all the important terms in writing.
So, now you are scrambling and going back and forth with your employer about the terms you agreed to prior to signing the employment agreement; however, your employer will not honor the verbal terms and chooses only to fulfill its obligations that are clearly spelled out in writing in your employment agreement.
Surely you are upset, and you decide you want to take this matter to court. Defense counsel introduces the common law Parol Evidence Rule. Parol Evidence is any agreement that is not contained within the written contract. Under the Parol Evidence Rule, these agreements made outside of the contract are inadmissible in court unless there is evidence of fraud, duress, or a mutual mistake. The Parol Evidence Rule bars extrinsic evidence, including prior or contemporaneous oral agreements and prior or contemporaneous written agreements that contradict or create a variation of a term in writing that the parties intended to be completely integrated.
We know, this is a lot of information to take in, let alone process. Good thing you have us! Scope is here to review your employment agreement and ensure that your verbal or written agreements made prior to or during your employment negotiations are included in your final agreement. Just remember, everyone is friendly when they are trying to make a deal; but you have NO FRIENDS IN COURT.