Jump to Navigation

An entire agreement clause can negate prior commitments

Before signing a business contract, you want to fully understand the rights and obligations of both parties. Moreover, you want to have every assurance that the terms of the agreement are ironclad and legally binding. As such, you may believe that every point in a contract is enforceable. However, what happens if the contract in question is not the first set of terms agreed to by the parties?

It may seem only logical that a new agreement would negate prior commitments. But when it comes to contracts, it is critical that all terms be spelled out with exactitude. Therefore, when you enter what you want to be a final agreement, it is a good idea to include what is known as an "entire agreement clause," which is also called a "merger clause" or an "integration clause."

Properly written, an entire agreement clause should spell out in no uncertain terms that the provisions contained in the current contract supersede provisions in prior written or oral commitments.

The purpose of this clause is to prevent a party from claiming that terms or promises exist other than those included in the contract. Consequently, prior agreements should be addressed in the new contract. And because the entire agreement clause is intended to cover the full scope of the contract, it should be placed at the contract's end.

Examining the terms of a contract is a detail-oriented task. But this can be to your advantage if you are familiar with all the relevant clauses that can be included to offer you as much protection as possible.

Having an experienced contract litigation attorney analyze your contract is a good step to take if you want to make sure you are getting all the conditions you want in an agreement. And should the other party later attempt to breach the contract, the attorney can represent your interests in settling the dispute.

No Comments

Leave a comment
Comment Information
Subscribe to This Blog's Feed

Contact Form

Bold labels are required.

Contact Information
disclaimer.

The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.

close

Privacy Policy

Warren Gammill & Associates

Suite 400, Courthouse Plaza
28 West Flagler Street
Miami, Florida 33130

Phone: 305-579-0000
Fax: 305-371-6927

AV LexisNexis Martindale-Hubbell Peer Review Rated For Ethical Standards and Legal Ability