ABSTRACT

An entire agreement clause is a contractual provision by which parties to a contract agree that the entirety of their agreement on a specified subject matter is recorded in a written instrument or instruments identified by the clause. "Entire agreement clauses come in different forms". The core language of "entire agreement and understanding" has been in place for decades. An abbreviated formula that an instrument is the "entire agreement" without more has been held sufficient and equally brief variants have been used. Entire agreement clauses are designed to identify contractual terms by which the parties are bound, and in consequence to deprive pre-contractual exchanges of contractual force. An entire agreement clause is meant to preclude a party to a written agreement from threshing through the undergrowth and finding in the course of negotiations some (chance) remark or statement on which to found a claim such as the present to the existence of a collateral warranty.