Does this integration / entire-agreement clause keep prior or contemporaneous oral statements out of the case?
Yes, as to the terms of the deal, but two statutory doors stay open regardless of the clause's wording. Montana's parol evidence rule is itself a statute, not just common law: “The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument” (§ 28-2-904, MCA), and § 28-2-905(1) reinforces it: once “the terms of an agreement have been reduced to writing by the parties, it is to be considered as containing all those terms” and “there can be…no evidence of the terms of the agreement other than the contents of the writing.” Montana courts apply it as written: Cordero v. Montana State University confirms that extrinsic evidence “can only be considered ‘when a mistake or imperfection of the writing is put in issue by the pleadings’ or ‘when the validity of the agreement is the fact in dispute’” (§ 28-2-905, MCA), and Lenz v. FSC Securities restates it as a bar on “resort to extrinsic evidence to construe clear and unambiguous contract language…intent of parties to written contract must ‘be ascertained from the writing alone if possible.’”
The trap
§ 28-2-905(1) names its own exceptions and they do not depend on your integration clause's wording: (a) when a mistake or imperfection in the writing is put in issue by the pleadings, and (b) when the validity of the agreement itself is the fact in dispute. Helvik v. Tuscano applied exactly that second door: § 28-2-905(1)(b) “allows the introduction of extrinsic evidence of a written agreement ‘when the validity of the agreement is the fact in dispute’”: there, evidence the deed itself was the product of undue influence. The statute reaches more than contracts: “[t]he term "agreement", for the purposes of this section, includes deeds and wills as well as contracts between parties”, which is why Helvik could apply it to a deed. Separately, subsection (2) preserves “other evidence of the circumstances under which the agreement was made or to which it relates…or other evidence to explain an extrinsic ambiguity or to establish illegality or fraud”, so a merger clause does not insulate a contract from a fraud-in-the-inducement claim, and does not by itself resolve whether a term is ambiguous in the first place. The circumstances subsection (2) lets in are the ones § 1-4-102 describes: “the circumstances under which it was made, including the situation of the subject of the instrument and of the parties to it, may also be shown so that the judge is placed in the position of those whose language the judge is to interpret.” Nothing read for this rule establishes that a merger clause changes any of this by its own force: § 28-2-905 states the statutory rule and its exceptions regardless of what the parties wrote.
9 authorities
- statuteMont. Code Ann. § 28-2-904enactment date not established
The words that state the rule
The execution of a contract in writing, whether the law requires it to be written or not, supersedes all the oral negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument.
- statuteMont. Code Ann. § 28-2-905enactment date not established
The words that state the rule
Whenever the terms of an agreement have been reduced to writing by the parties, it is to be considered as containing all those terms. Therefore, there can be between the parties and their representatives or successors in interest no evidence of the terms of the agreement other than the contents of the writing except in the following cases:
- statuteMont. Code Ann. § 28-2-905enactment date not established
The words that state the rule
This section does not exclude other evidence of the circumstances under which the agreement was made or to which it relates, as described in 1-4-102 , or other evidence to explain an extrinsic ambiguity or to establish illegality or fraud.
The words that state the rule
Section 28-2-905(1)(b), MCA, allows the introduction of extrinsic evidence of a written agreement “when the validity of the agreement is the fact in dispute.” See also Thornton v.
The words that state the rule
resort to extrinsic evidence to construe clear and unambiguous contract language prohibited―intent of parties to written contract must “be ascertained from the writing alone if possible”).
The words that state the rule
When interpreting an express contract, extrinsic evidence can only be considered “when a mistake or imperfection of the writing is put in issue by the pleadings” or “when the validity of the agreement is the fact in dispute.” Section 28-2-905, MCA.
- statuteMont. Code Ann. § 28-2-905enactment date not established
The words that state the rule
(a) when a mistake or imperfection of the writing is put in issue by the pleadings; (b) when the validity of the agreement is the fact in dispute.
- statuteMont. Code Ann. § 28-2-905enactment date not established
The words that state the rule
The term "agreement", for the purposes of this section, includes deeds and wills as well as contracts between parties.
- statuteMont. Code Ann. § 1-4-102enactment date not established
The words that state the rule
For the proper construction of an instrument, the circumstances under which it was made, including the situation of the subject of the instrument and of the parties to it, may also be shown so that the judge is placed in the position of those whose language the judge is to interpret.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.