Entire agreement - GMSLA Provision: Difference between revisions
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An [[entire agreement]] clause that illustrates the vacuity of [[entire agreement]] clauses. For a freshly executed {{gmsla}}, with its schedule, is absolutely not the “entire agreement” between the parties, and for the brief period in time — between its execution and printing of the first transaction under it — where there really would be no | An [[entire agreement]] clause that illustrates the vacuity of [[entire agreement]] clauses. For a freshly executed {{gmsla}}, with its schedule, is absolutely not the “entire agreement” between the parties, and for the brief period in time — between its execution and printing of the first transaction under it — where there really would be no additional agreements between the parties, the {{gmsla}} itself is in a kind of locked-in, vegetative state in which none of those carefully negotiated terms ''do'' anything. Each and every loan under the {{gmsla}} undermines, entirely, the [[entire agreement]] clause. | ||
The [[JC]] can see a waise [[legal eagle]] holding up an index finger and intoning: “Ah, but, you see, the executed master agreement contemplates transactions under it, so those transactions are part of the entire agreement. Thus, it is the case that this ''is'' the entire agreement.” | |||
To you, sir, I say ''put away this piffle, this poppycock''. What this means is that the executed master agreement contemplates that it is but a framework — the architectural underpinnings that make possible a later, greater agreement that is yet to come — an exoskeleton to be dressed, decorated and adorned later by subsequently, separately recorded agreements that are not even subordinate to it, but supervene it in every respect by which they differ. The {{gmsla}} is absolutely not an entire agreement. This is to say “this agreement, as subsequently appended, amended, transacted or redacted, is the [[entire agreement]]”. If that’s what you mean, well — thanks for writing in. | |||
Revision as of 08:33, 28 April 2020
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GMSLA Anatomy™
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An entire agreement clause that illustrates the vacuity of entire agreement clauses. For a freshly executed 2010 GMSLA, with its schedule, is absolutely not the “entire agreement” between the parties, and for the brief period in time — between its execution and printing of the first transaction under it — where there really would be no additional agreements between the parties, the 2010 GMSLA itself is in a kind of locked-in, vegetative state in which none of those carefully negotiated terms do anything. Each and every loan under the 2010 GMSLA undermines, entirely, the entire agreement clause.
The JC can see a waise legal eagle holding up an index finger and intoning: “Ah, but, you see, the executed master agreement contemplates transactions under it, so those transactions are part of the entire agreement. Thus, it is the case that this is the entire agreement.”
To you, sir, I say put away this piffle, this poppycock. What this means is that the executed master agreement contemplates that it is but a framework — the architectural underpinnings that make possible a later, greater agreement that is yet to come — an exoskeleton to be dressed, decorated and adorned later by subsequently, separately recorded agreements that are not even subordinate to it, but supervene it in every respect by which they differ. The 2010 GMSLA is absolutely not an entire agreement. This is to say “this agreement, as subsequently appended, amended, transacted or redacted, is the entire agreement”. If that’s what you mean, well — thanks for writing in.