This Agreement (including all exhibits and annexes) constitutes the entire agreement of the parties. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement. This Agreement supersedes any other agreement or policy, oral or written, entered into with respect to the subject matter of this Agreement and constitutes the entire agreement of the parties with respect to the subject matter of this Agreement. Por poder, se puede usar, pero tal vez su eficacia no sea tan amplia en España y otros países similares. Nuestro Derecho no es el Common Law. Por supuesto. Fruto del principio de libertad de contratación, las partes de un contrato pueden pactar en él lo que quieran, mientras no sea contrario a Derecho (es decir, mientras no vulnere la ley o el orden público). If the parties want to prevent certain unwritten statements or even documents exchanged by them before the signing of the contract from having contractual effect, they will introduce this clause. It is also used to limit the liability of any of them in case of misrepresentation based on these statements.
In this blog, we have already talked about these clauses (here: “Boilerplate” clauses in contracts). That is why we will not expand too much. One of them is the standard clauses, and the one we are going to talk about today is one of them. We may translate this term as “Entire Agreement”, “Entire Agreement” or “Integrity of Agreement”. Professor Carrasco (civil law course. Schuld- und Vertragsrecht im Allgemeinen, Hrsg. Tecnos, S. 150) states that `this clause does not allow the choice of the interpretative elements of the document, so that the commercial conduct excluded as an object of interpretation are, however, earlier acts for which it must be taken into account in the interpretation of the contract`. `This Treaty (including its Annexes and accompanying documents) shall constitute the entire agreement of the Parties.` We have been working with them for many years (we have translated more than 400 of them). The clause called Entire Agreement, or Merger Clause or Integration Clause, is one of those standard clauses that is easy to find at the end of contracts in English. It also reminds us of the role that good faith plays in our contract law: “After all, the entire contractual clause does not prevent the integration of the contract to the extent required by good faith (art.
1,258 CC), or the gaps that need to be filled by operational law. However, it should be borne in mind that in Anglo-Saxon countries (especially England and Wales) the parties have greater freedom of agreement and, above all, to limit their liability. In our country and in other countries in our legal environment, the effectiveness of these clauses may not be the same. We will only recall that this is a set of very frequently used standard clauses, usually at the end of the contract, aimed at regulating a number of common or standardized issues. We leave you with two brief examples and our translation: In the event of a conflict or different interpretation arising over the contract or any of its clauses, a court may consult the documents or statements exchanged by the parties in the negotiation phase to try to settle the dispute. “This Agreement constitutes the entire agreement of the parties with respect to the subject matter of the Contract.” If you want to know more about Anglo-Saxon contracts, sign up for the VIP waiting list of our contract law course. We open in January and the pitches fly. Sometimes these clauses are longer and explicitly state that if there are other previous agreements or contracts signed by the parties on the same subject, they are invalid because the content of this new contract must prevail over everything they could agree before. As in this example: Anglo-Saxon treaties are very similar in form to those in Spanish, but they have some peculiarities. It is used to indicate that the contract in which it appears is the only valid one between the parties and contains all the provisions and agreements concluded between them on its object (object).
That is, there are no other prior agreements or contracts that can affect or modify what is agreed to therein, and if they exist, they should not be considered valid. In lawyers` jargon, they`re called boilerplates (which could be translated as “model text” or “standard”), but it`s a colloquial term. You will not find this name in the contract. In this document, they are summarized under headings such as General, Other Issues or Miscellaneous, which we can translate as “Other Issues” or “Other Alliances”. However, despite the ending, many of them have great significance, and their wording is not always easy to understand. .
