Entire agreement clause: Difference between revisions

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{{essay|boilerplate|entire agreement|{{image|World hands|jpg|}} }}
{{essay|boilerplate|entire agreement|{{image|World hands|jpg|}} }}
===[[Side letter]]s, [[amendment agreement]]s and [[master trading agreement]]s===
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 following ineluctable gravity down a path paved with the remains of men or women who were not prepared [[I'm not going to die in a ditch about it|to die in a ditch about them]], these too have ossified into [[boilerplate]].
Another common yet curious habitat for an [[entire agreement]] clause is a [[master trading agreement]]. How exactly a framework agreement that only means anything once amplified by a subsequent agreement, and has no economic impact if it is not, can possibly be “the entire agreement and understanding of the Parties with respect to its subject matter” is beyond the little brain of this bear, but yet {{icds}} and {{icmacds}}, among others, both heartily say it.
===Are you feeling lucky?===
===Are you feeling lucky?===
But even where it is not by its own lights a self-contradiction, an [[entire agreement]] clause supposes that [[learned counsel]] have understood every commercial nuance and forensic contingency, even if their clients have not. Fat chance. It also presumes that, having done so, they will have successfully memorialised those terms in prose that speaks with utmost clarity and comprehensivity, to the [[bargain|commercial bargain]]. The [[JC]] knows a lot of lawyers and would urge caution against this assumption.  
But even where it is not by its own lights a self-contradiction, an [[entire agreement]] clause supposes that [[learned counsel]] have understood every commercial nuance and forensic contingency, even if their clients have not. Fat chance. It also presumes that, having done so, they will have successfully memorialised those terms in prose that speaks with utmost clarity and comprehensivity, to the [[bargain|commercial bargain]]. The [[JC]] knows a lot of lawyers and would urge caution against this assumption.