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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 lesser spotted [[legal eagle]]s, apparently struggling with the basic essence of the idea, have even inserted [[entire agreement]] clauses into arrangements | 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 which 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 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. | 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 it really means=== | |||
Since the bracing authority of {{casenote|Rock Advertising Limited|MWB Business Exchange Centres Limited}} it seems to this old fellow, that everything | |||
===What’s in the box=== | ===What’s in the box=== | ||