As mentioned above, the entire contractual clause comes from Anglo-American law. The clause refers to the so-called “parol proof rule”. In many cases, this rule prohibits the provision of oral or other evidence to prove that the parties have agreed to things other than those provided for in the contract. The starting point is that only what is written in the “four corners of the treaty” counts. By including a full contractual clause in a contract, the parties agree that the rule of proof parol will apply in full to the agreement. The clause is often inserted into the contract without thinking, but at least you need to check if there really are no other documents relevant to the contract, such as.B. a previously concluded non-disclosure agreement that must remain in effect or a service level agreement that specifies the obligations of the provider. When interpreting an agreement, an act of several pages in which one or more parties enter into an obligation towards one or more other parties. To learn more about the agreement, the judge will look not only at the textual text, but also at what the parties can expect from each other. However, when a “full agreement clause” is included in the agreement, more emphasis is placed on linguistic interpretation. However, where such a clause has not been expressly discussed during the negotiations, the court should not limit its interpretation of the agreement to a purely linguistic interpretation. This was decided by the Court of Appeal in a recent decision. Marco Guit, a contract lawyer, talks about the case.
The entire contractual term does not necessarily have a special meaning in Dutch law. Excerpt from the Supreme Court judgment of 5. The month of April 2013 and the judgment of the Arnhem-Leeuwarden Court of Appeal of 21 May 2013 show that the entire contractual term is not in itself an interpretative provision. And in addition, that the entire contractual clause (without further 1) does not prevent the interpretation of an agreement from also giving meaning to the statements or conduct of the parties from the moment before the conclusion of the contract. .