Template:M intro boilerplate entire agreement

Parol be gone

A boilerplate 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 “four corners” of the written agreement, and no other extraneous evidence, will be the tribunal’s only guide to divining its intention.

Eagles of the law will say it reduces a certain amount of uncertainty, certainly, but at what cost? Legal expense, for one thing: a clause we imagine was meant to close the door on litigation has, all the same, managed to generate quite a lot of the stuff.

Side letters, amendments and master trading agreements

Some lesser-spotted legal eagles, apparently struggling with the basic essence of the idea, have even inserted entire agreement clauses into arrangements which are patently nothing of the sort — amendment agreements and side letters, for example — and following ineluctable gravity down a path paved with the remains of men or women who were not prepared to die in a ditch about them, these too have ossified into boilerplate.

Another common yet curious habitat for an entire agreement clause is a master trading agreement. How exactly a framework agreement that only means anything once amplified by a subsequent agreement, and has no economic impact if it is not, can possibly be “the entire agreement and understanding of the Parties with respect to its subject matter” is beyond the little brain of this bear, but yet ISDA’s crack drafting squad™ and ICMA’s crack drafting squad™, among others, both heartily say it.