In a recent article, we discussed the importance of including “integration-plus” clauses in written contracts to insulate clients from claims of fraudulent inducement. In this article, we expand on that discussion and consider the related implications of amending a contract with an integration clause.

Consider the following fact pattern: Two parties enter into a written contract for a term of four years. The contract includes an integration-plus clause, disclaiming the parties’ reliance on any pre-contractual representations. The parties’ business relationship proves successful, and they mutually desire to continue the relationship uninterrupted. The parties prepare a short, written amendment, renewing the term for another four years and incorporating by reference all other provisions from the original contract unchanged. Does the incorporated-by-reference integration clause from the original contract apply to the amendment?