According to Tennessee's merger doctrine, "the last agreement concerning the same subject matter that has been signed by all parties supersedes all former agreements, and the last contract is the one that embodies the true agreement." Magnolia Grp. v. Metro. Dev. & Hous. Agency of Nashville, Davidson Cnty., 783 S.W.2d 563, 566 (Tenn. Ct. App. 1989). "For merger to apply, the successive contracts must have the same parties, and they generally must contain inconsistent terms such that they cannot stand together as supplemental agreements."

In Tennessee, the doctrine also typically does not apply to "different aspects of the same subject matter." Cmh Mfg. v. Gkd Mgmt., No. 3:18-cv-519, 2020 U.S. Dist. LEXIS 113395, at *11 (E.D. Tenn. Apr. 9, 2020) (citing Magnolia Group v. Metropolitan Dev. & Housing Agency, 783 S.W.2d 563, 566 (Tenn. Ct. App. 1989)). And courts often utilize the doctrine to determine the parties' intent to contract rather than to strike down a provision to which the parties previously agreed.

Further, however, under both Tennessee and California law, the doctrine of merger provides that "the last agreement concerning the same subject matter that has been signed by all parties supersedes all former agreements, and the last contract is the one that embodies the true agreement." Magnolia Grp. v. Metro. Dev. & Hous. Agency of Nashville, Davidson Cty., 783 S.W.2d 563, 566 (Tenn. Ct. App. 1989); see also Pedus Sec. Servs., Inc. v. Con-Way W. Exp., Inc., No. A092479, 2001 WL 1660036, at *3 (Cal. Ct. App. Dec. 28, 2001) ("[A] written contract containing the entire agreement of the parties supersedes all prior and contemporaneous negotiations." (quoting Schmidt v. Macco Constr. Co., 119 Cal. App. 2d 717, 730 (Cal. Ct. App. 1953))).

The doctrine of merger provides that "the last agreement concerning the same subject matter that has been signed by all parties supersedes all former agreements, and the last contract is the one that embodies the true agreement." Magnolia Group v. Metro. Dev. Housing Agency, 783 S.W.2d 563, 566 (Tenn.Ct.App. 1989). A conclusive presumption that the writing represents the parties' final agreement arises after the parties have reduced their agreement to a clear and unambiguous written contract. Faithful v. Gardner, 799 S.W.2d 232, 235 (Tenn.Ct.App. 1990).

Therefore, we look to "[t]he ordinary rule in contractual matters [, which] is that the last agreement as to the same subject matter which is signed by all parties super[s]edes all former agreements . . . ." Bringhurst v. Tual, 598 S.W.2d 620, 622 (Tenn. Ct. App. 1980); Davidson v. Davidson, 916 S.W.2d 918, 922 (Tenn. Ct. App. 1995); Magnolia Grp. v. Metro. Dev. &Hous. Agency of Nashville, Davidson Cty., 783 S.W.2d 563, 566 (Tenn. Ct. App. 1989). The Mediation Agreement is the last agreement on the same subject matter as the Mooreheads' UM insurance policy and is signed by all parties; therefore, it supersedes the insurance policy.

See id. Moreover, Tennessee's merger doctrine requires the last agreement be "signed by all parties" to supersede the former agreements. Magnolia Group v. Metropolitan Dev. and Hous. Agency, 783 S.W.2d 563, 566 (Tenn. Ct. App. 1989). Here, the disbursement agreement copies have only two—and in two cases, only one—of the three parties' signatures; as such, they cannot supersede the September 13 Agreement.

Landlord next argues that Tenant waived any claim that it breached the Lease by entering into the second sale agreement with Mr. Aggarwal and by executing the September 25, 2007 Assignment. This argument appears to be based on the doctrine of merger, under which "the last agreement concerning the same subject matter that has been signed by all parties supersedes all former agreements, and the last contract is the one that embodies the true agreement." Magnolia Group v. Metro. Dev. & Hous. Agency of Nashville, 783 S.W.2d 563, 566 (Tenn. Ct. App. 1989) (citing Bringhurst v. Tual, 598 S.W.2d 620 (Tenn. Ct. App. 1980)). Landlord notes that the September 25, 2007 Assignment, assigning the Lease and the first renewal option to Mr. Aggarwal, states: "The Second [renewal] Option is NOT transferable."

This lack of reference is curious, particularly in view of the fact that the April 11, 1999, document was signed a mere four days before the MDA was executed. It is important to recognize that the parties composed the two-sentence April 11, 1999, document and Husband drafted the MDA. While the well-recognized general rule is that the last agreement on a particular subject supersedes all former agreements, seeMagnolia Groupv. Metro. Dev. Hous. Agency of Nashville, 783 S.W.2d 563, 566 (Tenn.Ct.App. 1989), such a rule should not preclude further inquiry if there is doubt as to whether the rigid application of the rule will result in an observance of the true intention of the parties. SeeWest, 674 S.W.2d at 313.

" The merger doctrine, in general terms, provides that "the last agreement concerning the same subject matter that has been signed by all parties supersedes all former agreements, and the last contract is the one that embodies the true agreement." Magnolia Group,Etc. v. Metro. Dev. and Hous. Agency of Nashville, DavidsonCounty., 783 S.W.2d 563, 566 (Tenn.Ct.App. 1989) (citations omitted). This issue by the sellers is based upon a false premise. It assumes that the terms of the auction contract and the purchase contract, as far as the auctioneer's commission is concerned, are inconsistent. They are not.

The doctrine provides that "the last agreement concerning the same subject matter that has been signed by all parties supersedes all former agreements, and the last contract is the one that embodies the true agreement." Magnolia Group v. Metropolitan Dev. Housing Agency, 783 S.W.2d 563, 566 (Tenn.Ct.App. 1989). The defendant argues that a conclusive presumption that the writing represents the parties' final agreement arises after the parties have reduced their agreement to a clear and unambiguous written contract, Faithfulv.