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Entire agreement clause: Difference between revisions
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Now if the lawyers have indeed done so — look, let’s just say — then there is surely nothing left to doubt, the parties will be happy, there will be no dispute, and all will be well in the world. But should the parties later find themselves at gunpoint, the legal agreement has ''already failed'' at this avowed intent. To ''now'' cast your lot with the [[legal eagles]] and whatever they did manage to confabulate is rather to double down on an enterprise you should already be regretting. If the merchants’ own discussions, captured in contemporaneous correspondence, cast a different light upon the bargain, then wouldn’t ''that'', rather than their advisers’ ''post facto'' magniloquence, be a better clue to a good resolution? | Now if the lawyers have indeed done so — look, let’s just say — then there is surely nothing left to doubt, the parties will be happy, there will be no dispute, and all will be well in the world. But should the parties later find themselves at gunpoint, the legal agreement has ''already failed'' at this avowed intent. To ''now'' cast your lot with the [[legal eagles]] and whatever they did manage to confabulate is rather to double down on an enterprise you should already be regretting. If the merchants’ own discussions, captured in contemporaneous correspondence, cast a different light upon the bargain, then wouldn’t ''that'', rather than their advisers’ ''post facto'' magniloquence, be a better clue to a good resolution? | ||
It also creates a [[Möbius loop]]. For either your [[written agreement]], on its face, by its own terms and within the parties’ shared expectation, ''is'' the final definitive record of your whole agreement “[[with respect to its subject matter]]” — now there’s some [[wieselspiele]] for our times — in which case, your statement to that effect is not needed, or (as the Court of Appeal found in {{cite|Hipwell|Szurek|2018|EWCA(Civ)|674}} it is not, in which case the wording won’t save you. If something that goes without saying, indeed, ''went'' without saying, an [[entire agreement]] clause won’t stop it, as it were, still ''going''. Nothing you can write in the agreement will change that. | It also creates a [[Möbius loop]]. For either your [[written agreement]], on its face, by its own terms and within the parties’ shared expectation, ''is'' the final definitive record of your whole agreement “[[with respect to its subject matter]]” — now there’s some [[wieselspiele]] for our times — in which case, your statement to that effect is not needed, or (as the Court of Appeal found in {{cite|Hipwell|Szurek|2018|EWCA(Civ)|674}}) it is not, in which case the wording won’t save you. If something that goes without saying, indeed, ''went'' without saying, an [[entire agreement]] clause won’t stop it, as it were, still ''going''. Nothing you can write in the agreement will change that. | ||
===What it really means=== | ===What it really means=== | ||