INTEGRATION

integration. 1. The process of making whole or combining into one. 2.Contracts. The full expression of the parties’ agreement, so that all earlier agreements are superseded, the effect being that neither party may later contradict or add to the contractual terms. — Also termed merger. See

PAROL-EVIDENCE RULE E. [Cases: Contracts 245; Evidence 397(2).C.J.S. Contracts § 416;

Evidence §§ 1159–1160, 1278–1280.]

complete integration.The fact or state of fully expressing the intent of the parties. • Parol evidence is therefore inadmissible. [Cases: Evidence 397(2). C.J.S. Evidence §§ 1159–1160,

1278–1280.]

partial integration.The fact or state of not fully expressing the parties’ intent. • Parol (extrinsic)

evidence is admissible to clear up ambiguities with respect to the terms that are not integrated.

[Cases: Evidence 397(2). C.J.S. Evidence §§ 1159–1160, 1278–1280.]

3.Wills & estates. The combining of more than one writing into a single document to form the testator’s last will and testament. • The other writing must be present at the time of execution and intended to be included in the will. The issue of integration is more complicated when it concerns a holographic will, which may be composed of more than one document written at different times. 4. The incorporation of different races into existing institutions (such as public schools) for the purpose of reversing the historical effects of racial discrimination. Cf. DESEGREGATION. [Cases: Schools 13(4). C.J.S. Civil Rights §§ 111–114, 120, 128–129.] 5.Antitrust. A firm’s performance of a function that it could have obtained on the open market. • A firm can achieve integration by entering a new market on its own, by acquiring a firm that

operates in a secondary market, or by entering into a contract with a firm that operates in a secondary market. — Also termed vertical integration. See vertical merger under MERGER.

backward integration.A firm’s acquisition of ownership of facilities that produce raw

materials or parts for the firm’s products.

6.Securities. The requirement that all security offerings over a given period are to be considered a single offering for purposes of determining an exemption from registration. • The Securities and Exchange Commission and the courts apply five criteria to determine whether two or more transactions are part of the same offering of securities: (1) whether the offerings are part of a single plan of financing, (2) whether the offerings involve issuance of the same class of securities, (3) whether the offerings are made at or about the same time, (4) whether the same type of consideration is received, and (5) whether the offerings are made for the same general purpose.

17 CFR § 230.502. [Cases: Securities Regulation 18.14. C.J.S. Securities Regulation § 64.]

[Blacks Law 8th]