Such a provision results in all previous agreements and agreements being “merged” into this single document. It literally means that it is not part of your agreement if it is not in the treaty. Period. If something is missing or you need some kind of oral clarification regarding the meaning or practical effect of the language of the contract, you will receive it in writing. Oral clarifications are not binding on the other party in the presence of a merger clause and are most likely unenforceable. If you have read our previous article on whether oral agreements are enforceable, you know that you are suspicious of oral or incidental agreements that are not included in a final written document. Merger clauses, which are widespread in contracts, go even further. An example of a typical merger clause is that the terms of this agreement are defined by the contracting parties as a definitive expression of their agreement and start with all previous written or oral agreements and agreements. Merger clauses allow the parties to obtain their full agreement in one document. Such clauses encourage the parties to be concrete in advance, avoiding problems in the future. Professional support in the preparation of the contract is the best way to protect yourself.
This is why it is important to consult a contract lawyer before drafting or signing an agreement with a merger clause. Merger clause problems are most common in service contracts, for which the scope of work to be done is not sufficiently clearly defined. Both sides believe that they have reached a common understanding of the task at hand. However, ordinary people (i.e. non-lawyers) read the language of the contract and generally see what the agreement is what they think it is. They are not trained to become lawyers. Lawyers review a contract and identify potential problems (i.e. lack of details on the scope of the work) and make solutions for their clients.
However, if a non-lawyer designs the contract and the other party does not audit a lawyer, the merger clauses can be a big problem. In the case of a dispute over the interpretation of the agreement, the merger clause prevents any party from presenting evidence that literally exceeds the language of the contract. This means that no e-mail, SMS, phone calls or “handshake agreements” can be used to interpret (or reinterpret) the simple language of the agreement. In general, there is not much to fear from a merger clause contained in a well-developed contract. If the contract has sufficient detail, contains all the understanding of the parties, has no ambiguity and does not require further clarification, this should not be a problem. As a general rule, you can identify a merger clause because the section titled “Complete Agreement,” “Full Agreement,” “Full Agreement,” “Integration Clause” or “Merger Clause” is simple. Note that these clauses are often limited to the “Fine Print” or “boiler plate” section of the agreement. This may mean that the clause is the norm and/or is not so important to read. Save my name, email address and website in this browser for the next time I will make a comment.
Your email address will not be published. The required fields are marked – Thanks for the detailed information about any errors that may occur when a merger clause is concluded. Disclaimer: This blog is provided by Kloss, Stenger – LoTempio only for educational purposes.