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Entire agreement clause: Difference between revisions
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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 | Also a favourite “[[in your face]]” move of the kind of pedant you will inevitably encounter in a derivatives [[negotiation]]. Some lesser spotted [[legal eagle]]s, apparently struggling with the basic essence of the idea, have even inserted [[entire agreement]] clauses into arrangements whcih are patently nothing of the sort — [[amendment agreement]]s and [[side letter]]s, for example — and these, by following ineluctable gravity down a path in whose adjoining ditches and upon whose surrounding hills lie the remains of no men or women who were prepared to die in or on them, they have ossified into standard [[boilerplate]]. | ||
But | But an [[entire agreement]] 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 “on the subject matter it purports to address” — now there’s some [[wieselspiele]] for the 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. Nothing you can write in the agreement will change that. | ||
===What’s in the box=== | ===What’s in the box=== | ||
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===Tricks for ''les joueurs jeunes''=== | ===Tricks for ''les joueurs jeunes''=== | ||
*Would an [[entire agreement]] clause prevent a court [[Implied term|implying terms]] to give a [[contract]] [[business efficacy]]? No, said the Court of Appeal, rejecting the fatuous claim of a landlord in {{ | *Would an [[entire agreement]] clause prevent a court [[Implied term|implying terms]] to give a [[contract]] [[business efficacy]]? No, said the Court of Appeal, rejecting the fatuous claim of a landlord in {{casenote|Hipwell|Szurek}} that an [[entire agreement]] clause in a lease contract that didn’t mention electrical wiring meant it wasn’t responsible for the maintenance and repair of the wiring, which proceeded to administer the tenant and customers of her cafe periodic electric shocks.<ref>I am not sure if they did actually get shocks, but it is fun to imagine.</ref> | ||