A company leases office space and contracts with a supplier to furnish the office. The contract contains an integration clause stating it is the entire agreement. The term cherry in the contract is disputed: wood type versus appearance. The court applies the certainly included rule. Which statement best describes the interpretation rule for such a term?

• A. The certainly included rule governs whether the term is included in the contract.
• B. The parol evidence rule governs regarding extrinsic terms.
• C. The last-shot rule governs how the contract is formed.
• D. The preexisting duty rule governs extrinsic evidence.

Answer: (A)

When a contract includes an integration clause, the writing is treated as the complete agreement. The key question becomes whether the disputed term actually appears within the contract’s text. The certainly included rule addresses this exact issue: it governs whether a term is included in the contract based on the contract’s own language and structure. If the term isn’t within the four corners of the agreement, extrinsic evidence won’t pull it in, and the term doesn’t govern the contract. That’s why this rule is the best description here.

The parol evidence rule concerns whether extrinsic terms can be used to interpret or modify a contract, but it isn’t about deciding whether a term is included in the contract in the first place. The last-shot rule deals with how contracts are formed when multiple documents are exchanged, not with inclusion of terms. The preexisting duty rule relates to consideration for promises made to perform preexisting obligations, not to whether a term is part of an integrated contract.