Molon also argued that because the two parties had only two agreements, including a merger clause in general, the parties intended to merge the 2006 pact. The court told Molon that the word “merger” did not mean what it considered to mean: if both parties have clearly expressed their intention to enter into a contract and indicated the terms of that agreement, the contract is legally binding, whether oral or written. However, in the case of oral contracts, problems may arise if one party refuses conditions invoked by the other party. It is significant that Molon`s appeal is based on a clause that both parties repeatedly refer to as a “merger clause” or an “integration clause”. Yet neither party invoked the doctrine of merger in its traditional form of contract interpretation doctrine. See Schweickhardt v. Chessen, 329 Fig. 637, 161 A.N.E. 118, 122 (1928) (“The rule is that if the parties reduce their agreement to the written form, all the prior negotiations leading to the performance of the contract are met and the word evidence is not admissible to contradict the writing as it existed at the time of performance, to expand or to modify.”). The result of the doctrine of merger is that “evidence of agreements not contained in a letter was obtained before or at the time of their execution, which would modify or modify their terms”. But here, neither Nidec nor Molon argued that the 2006 pact was part of the negotiations for the 2007 transaction and that it was therefore relevant to the interpretation of that subsequent agreement.
On the contrary, Nidec`s position is that the 2006 pact is a totally separate agreement, which has nothing to do with the 2007 comparison, and Molon`s position is that the 2006 pact should be seen as annihilated. These positions reflect the parties` clear concession that the 2006 Pact was a separate agreement from the 2007 transaction and therefore does not fall within the scope of what a merger clause is intended to cover. The whole deal. This Agreement is an integrated agreement and constitutes the entire agreement and understanding between the parties with respect to the matters set forth therein and is binding on the directors, representatives, representatives, representatives, successors and consignees of the assignment, and for the benefit of each of the directors, representatives, successors and addressees of the assignment. There are no assurances, promises or agreements regarding the terms or purpose of this Agreement, either explicitly or implicitly, that are not set out in this Agreement. . . .