Entire Agreement - ISDA Provision: Difference between revisions

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Entire Agreement - ISDA Provision (view source)

Revision as of 17:02, 13 April 2020

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Replaced content with "{{manual|MI|2002|9(a)|Section|9(a)|short}}"
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What you see is what you get, folks: if it ain’t written down in the {{isdama}}, it don’t count, so no sneaky oral representations. But, ''[[anus matronae parvae malas leges faciunt]]'', as we {{tag|Latin}} freaks say: good luck in enforcing that if your counterparty is a [[little old lady]].
 
Note also that liability for a ''fraudulent''  warranty or misrepresentation won’t be excluded. So if your oral representation or warranty is a bare-faced lie, the innocent party can maybe still rely on it in entering the agreement, even if it isn’t written down.
 
Good luck parsing the universe of possible scenarios to figure out when ''that'' qualification might bite.
 
Smart-arse point: A [[warranty]] is a contractual assurance, made as part of a concluded contract, and cannot, logically, be relied on by the other party when entering into the contract. An assurance on which one relies when deciding to enter into a {{t|contract}} is a [[representation]].
 
==={{isdaprov|Confirmation}}s===
The [[entire agreement]] clause is legal boilerplate to nix any unwanted application of the [[parol evidence]] rule. Which might be a problem because the time-honoured understanding between all right-thinking derivatives trading folk is that the oral agreement, and not the subsequent confirmation, is the binding legal agreement. Hasten to Section {{isdaprov|9(e)(ii)}} — the {{isdaprov|Confirmation}} is only ''evidence'' of the binding agreement. Could that be it?
 
 
{{sa}}
*[[Little old ladies]]
*[[Representations and warranties]]
 
{{ISDA 2002 Section 9 TOC}}
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