Entire agreement clause: Difference between revisions
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A clause designed to buttress the time-honoured [[parol evidence]] rule, that if it is clear you meant to entirely reduce your agreement to writing, once you have done so the agreement, and no other extraneous evidence, will be the tribunal’s only guide to divining its intention. | {{g}}A clause designed to buttress the time-honoured [[parol evidence]] rule, that if it is clear you meant to entirely reduce your agreement to writing, once you have done so the agreement, and no other extraneous evidence, will be the tribunal’s only guide to divining its intention. | ||
Reduces a certain amount of uncertainty, certainly, but at what cost? | Reduces a certain amount of uncertainty, certainly, but at what cost? | ||
Also a favourite “[[in your face]]” move of the kind of pedant you will inevitably encounter in a derivatives negotiation. Some been known to insert an [[entire agreement]] clause into an [[amendment agreement]]. No, you clot, by utter definition an amendment ''isn’t'' the entire agreement. | Also a favourite “[[in your face]]” move of the kind of pedant you will inevitably encounter in a derivatives [[negotiation]]. Some been known to insert an [[entire agreement]] clause into an [[amendment agreement]]. No, you clot, by utter definition an amendment ''isn’t'' the entire agreement. | ||
But it creates a [[Mobius loop]]. For either your written agreement, on its face and by its own terms and in the parties’ shared expectation, ''is'' the final definitive record of your whole agreement “on the subject matter it purports to address” — now there’s some [[wieselspiele]] for the times — in which case, making a statement to that effect is superfluous, or it is not. Nothing you can write in the agreement will change that. If it turns out that | |||
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Revision as of 09:01, 28 April 2020
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A clause designed to buttress the time-honoured parol evidence rule, that if it is clear you meant to entirely reduce your agreement to writing, once you have done so the agreement, and no other extraneous evidence, will be the tribunal’s only guide to divining its intention.
Reduces a certain amount of uncertainty, certainly, but at what cost?
Also a favourite “in your face” move of the kind of pedant you will inevitably encounter in a derivatives negotiation. Some been known to insert an entire agreement clause into an amendment agreement. No, you clot, by utter definition an amendment isn’t the entire agreement.
But it creates a Mobius loop. For either your written agreement, on its face and by its own terms and in the parties’ shared expectation, is the final definitive record of your whole agreement “on the subject matter it purports to address” — now there’s some wieselspiele for the times — in which case, making a statement to that effect is superfluous, or it is not. Nothing you can write in the agreement will change that. If it turns out that