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| An [[entire agreement]] clause that illustrates the vacuity of [[entire agreement]] clauses. The written form of the executed master agreement contemplates that it is but a framework — the architectural underpinnings that make possible a later, greater agreement that is yet to come — an exoskeleton to be dressed, decorated and adorned later by subsequently, separately recorded agreements that are not even subordinate to it, but supervene it in every respect by which they differ. The {{gmsla}} is absolutely not an “[[entire agreement]]”. Not even retrospectively.
| | {{sla 27.1 summ|gmslaprov}} |
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| For parties with no prior history of [[stock loan]] trading, a freshly executed {{gmsla}}, with its schedule, may be the “[[entire agreement]]” between them for that brief period of gestation between its execution and the first transaction they print under it: then really would be no other agreements between them, but for that exact reason in that window their {{gmsla}} would be in a kind of locked-in, vegetative state in which none of its carefully-negotiated terms ''do'' anything: no deliveries fall to be made, no income is to be manfasctured, no collateral to be given, returned or even marked to market: until animated the {{gmsla}} is a cadaver, on the slab, awaiting the storm and its first pulse of invigorating lightning.
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| That spark of life-force can only come from a {{gmslaprov|Loan}} that, prospectively, fundamentally undermines the [[entire agreement]] clause.
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| Ahh, but it is meant ''retrospectively'', we hear the [[legal eagle]] cry. Leaving aside that that’s not quite how {{icmacds}} rendered it — call that a drafting slip — even that contention fails on close examination: for virgin stock lenders it really ought to go without saying; for those upgrading existing [[stock lending]] master agreements — {{osla}}s and so forth — then their new {{gmsla}} inherits and adopts every open {{gmslaprov|Loan}} between them. What are these legacy {{gmslaprov|Loan}}s if not separate agreements on the same subject matter as the new {{gmsla}}?
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| The [[JC]] can see a waise [[legal eagle]] holding up an index finger and intoning: “Ah, but, you see, the executed {{gmsla}} contemplates transactions under it, so those {{gmslaprov|Loan}}s, past and future, are ''[[deemed]]'' ''part'' of the [[entire agreement]]. Thus, indeed the {{gmsla}}, in this wider sense, ''is'' the [[entire agreement]].”
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| To you, sir or madam, I say ''trouble me not with such piffle''. What you are thereby contesting is that “this written agreement, as previously or subsequently appended, amended, transacted or redacted, is the [[entire agreement]]”. If that’s what you mean, well — ''thanks for writing in, counsellor''.
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