Which party is bound by the exact words of the contract when a complete agreement clause exists?

Which party is bound by the exact words of the contract when a complete agreement clause exists?

• A. The contractor and owner
• B. The architect and owner
• C. The lender and contractor
• D. The subcontractor and owner

Answer: (A)

A complete (integration) clause means the written contract is the entire agreement and controls the relationship between the parties who signed it. Because those terms are binding only on the people who signed the contract, the owner and the contractor are the ones bound by the exact words of the contract. The architect, lender, or subcontractor aren’t automatically bound to those terms unless they themselves signed the contract or the agreement explicitly include them as parties or give them rights and obligations. In practice, a subcontractor is usually bound by their own contract with the contractor, which may reference or incorporate the main contract, but not by the exact words of the owner–contractor agreement unless they are a signatory.

A complete (integration) clause means the written contract is the entire agreement and controls the relationship between the parties who signed it. Because those terms are binding only on the people who signed the contract, the owner and the contractor are the ones bound by the exact words of the contract. The architect, lender, or subcontractor aren’t automatically bound to those terms unless they themselves signed the contract or the agreement explicitly include them as parties or give them rights and obligations. In practice, a subcontractor is usually bound by their own contract with the contractor, which may reference or incorporate the main contract, but not by the exact words of the owner–contractor agreement unless they are a signatory.