This Agreement (including all Annexes and Timetables) constitutes the entire Agreement between the Parties. This Agreement constitutes the entire Agreement concluded by the Parties with respect to the subject matter of this Agreement. Podemos traducir esta expresión por «Acuerdo Completo», «Contrato Completo» o «Integridad del Acuerdo». En la jerga de los juristas se denominan boilerplate (que podría traducirse por «texto modelo» o «estándar»),, pero es una denominación coloquial. No encontrarás ese nombre en el contrato. En dicho documento se agrupan bajo epígrafes como General, Other Matters o Miscellaneous, que podríamos traducir por «Otras Materias» u «Otros Pactos». This Agreement supersedes all other agreements or directives, whether oral or written, relating to the subject matter of this Agreement, and constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. En este blog ya hemos hablado de estas cláusulas (aquí: Las cláusulas «boilerplate» en los contratos). That is why we will not go too far. `This Treaty (including its Annexes and Annexed Documents) shall be the full agreement of the Parties who sign it.` One of them is the Boilerplate clauses, and the ones we`re going to talk about today are part of it.
«This contract constitutes the complete contract of the parties with respect to its subject matter.» We have been working with them for many years (we have translated more than 400 of them). We leave you two short examples and our translation: the clause called Entire Agreement or merger clause or Integration Clause is one of those boilerplate clauses that is easy to find at the end of contracts written in English. Anglo-Saxon contracts are very similar in form to those of Spanish, but they have some peculiarities. Yes of course. Under the principle of free procurement, contracting parties may agree on what they wish as long as it is not contrary to the law (i.e. as long as it is not contrary to law or public order). It also reminds us of the role that goodwill plays in our contract law: «Finally, the contract clause in its own right does not exclude that the contract is integrated to the extent that goodwill requires it (Article 1.258 CC) or the gaps that must be filled by the law of devices». These clauses are sometimes longer and expressly stipulate that, for other previous agreements or contracts signed by the parties on the same subject matter, they are not valid, since the content of this new contract must prevail over all previous agreements. As in this example, however, it must be borne in mind that the parts of the Anglo-Saxon countries (notably England and Wales) have more freedom to reach an agreement and, above all, to limit their responsibilities.
In our country and in others in our legal environment, these clauses may not be the same. If the parties wish to prevent certain un written events, or even certain documents exchanged for them before the signing of the contract, from having contractual effect, they introduce this clause. It is also used to limit the liability of one of them in the event of misrepresentation on the basis of these allegations. . . .