Entire Agreement Clauses - What Do They Seek To Do? Do They Work?

Key Points:
Entire agreement clauses often appear in contracts that are the subject of disputes. The clause's precise terms and other evidence may be critical to the court's determination of its effect.

Entire agreement clauses (EACs) state that the document as executed by the parties constitutes their "entire agreement". It is common for commercial contracts to include EACs as part of the standard boilerplate clauses. Depending on the positions being adopted in a dispute, parties may seek to enforce them or avoid them. This article analyses the various purposes of EACs and the extent to which they can be relied on to achieve those aims.

What do EACs seek to do?

An EAC may, depending on its wording, seek to: