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Dec 20, 2020

Wat Is Een Entire Agreement Clause



“This agreement constitutes the entire agreement between the contracting parties and replaces all previous written or oral agreements and arrangements between the parties with respect to the purpose of this agreement, and it is expressly stated that no amendment to this agreement will actually be made unless it is concluded in writing and implemented by the parties.” “It should be noted that a “full agreement clause” is not in itself an explanatory provision. The clause has a particular origin and function in the Anglo-American legal field and is of no particular importance in Dutch law. It is often intended to ensure that the parties are not bound by previous agreements relating to the agreement which are contrary to it if these agreements are not included in the agreement and it does not concern them. However, the clause does not necessarily apply beforehand, namely that the interpretation of the provisions contained in the agreement takes into account statements or practices made in the pre-agreement phase. When presenting an agreement A multilateral act in which one or more parties make a commitment with one or more other parties. “More agreement, the court will not only look at the literal text, but also what the parties can expect from each other over and over again. However, if a “full agreement clause” is included in the agreement, the language declaration will be more important. However, if such a clause has not been the subject of specific discussion during the negotiations, the Tribunal should not limit itself to a purely linguistic statement to explain the agreement. That is what the court decided in a recent judgment. Marco Guit, a contract lawyer, talks about the case. The question of the inclusion of an Anglo-American “comprehensive agreement” clause is then raised.

In short, such a clause means that the content of the agreement determines the rights and obligations of the parties and that no rights can be deducted from previous negotiations, agreements or agreements. The question arises as to whether this provision also means, in Dutch law, that the history of previous negotiations and agreements should not play a role in the interpretation of this agreement. The court agrees with the buyer: there is no reason to limit yourself to a linguistic statement when explaining. A “full agreement clause” alone would not preseive the importance of interpreting the agreement to the statements or practices that were made in the pre-agreement phase.