Entire Agreement

What it does

An entire agreement clause confirms that the written contract represents the whole of what the parties have agreed and supersedes earlier negotiations, understandings, and representations on the same subject. Its purpose is to draw a clear line around the binding terms, so that the parties cannot later rely on things said or exchanged during negotiation that did not make it into the final document.

The clause gives certainty about the content of the bargain by confining it to the written terms. It is read alongside the interpretation and law provisions, and its effect can depend on the governing law, particularly on how far it limits claims based on pre-contractual statements, which is why its scope and any carve-outs are considered when it is drafted.

Commercial effect

The clause promotes certainty by ensuring that the contract is judged on its written terms rather than on the shifting record of negotiation, which protects both parties from claims founded on informal assurances. This is valuable in commercial dealings where many messages pass before a fixture is concluded and where it would be unsatisfactory for stray statements to bind.

The clause's reach, especially regarding pre-contractual representations and any liability for them, is the main point of substance, since the governing law affects how completely such claims can be excluded. It interacts with the interpretation, notices, and law and arbitration provisions, which together define how the contract is read, operated, and enforced, and it is generally seen as protective of both sides.

Owner's perspective

The owner values an entire agreement clause for confining the contract to its written terms, protecting it from later claims that something said during negotiation formed part of the deal. It wants certainty that its obligations and rights are those in the document, not in the surrounding correspondence.

The owner is mindful that the clause's effect on pre-contractual representations depends on the governing law and its wording, so it considers how far the clause goes and whether any carve-outs are appropriate. It generally treats the provision as standard and protective, and negotiates only its scope where a particular assurance or representation is in issue.

Charterer's perspective

The charterer similarly benefits from confining the bargain to the written terms, gaining certainty that the contract is what the document says and not a collection of negotiation exchanges. It too generally regards the clause as standard and mutually protective.

The charterer considers how the clause treats representations it may have relied on, since an entire agreement clause can limit claims based on pre-contractual statements, and it weighs whether any carve-out is needed for assurances that mattered to its decision to fix. It negotiates the scope where appropriate, but otherwise treats the provision as supporting overall certainty.

Negotiation points

• The confirmation that the written contract is the whole agreement.
• How far the clause excludes pre-contractual representations and any liability for them.
• Whether carve-outs are needed for specific assurances relied upon.
• The clause's effect under the governing law and its interaction with interpretation.

Common variations

• A clause stating the contract supersedes prior negotiations and understandings.
• A provision addressing reliance on pre-contractual representations.
• An entire agreement clause with a carve-out for fraud or specific assurances.
• A short entire agreement article grouped with the other general provisions.